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

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of Exhibit G-1. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any other documents or instruments constituting the Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of Exhibit G-1. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel Counsel, if required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit ON, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any other documents or instruments constituting the Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of Exhibit G-1. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel Counsel, if required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit ON, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's ’s request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's ’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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) MERS® System in accordance with MERS' ’ rules and regulations or (ii) cause MERS to designate on the MERS(R) MERS® System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any other documents or instruments constituting the Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of Exhibit G-1. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel Counsel, if required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any other documents or instruments constituting the Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1G, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of Exhibit G-1. G. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2G-1, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a an Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a an Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any other documents or instruments constituting the Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1, G and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage LoansFiles, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of annexed hereto as Exhibit G-1. G. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Mortgage LoansLoan. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day Not later than 90 days after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day)Date, the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of annexed hereto as Exhibit H, with any applicable exceptions noted thereon. If, in the course of its such review, the Trustee finds any document constituting a part of a Mortgage File that which does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The ; provided, however, that the Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any or cure such defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the such defect and, if the Seller does not correct the or cure such defect within that such period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant manner and subject to the conditions set forth in Section 2.03, or (b) purchase the such Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the such defect in writing. If a writing at the Purchase Price of such Mortgage Loan; provided, however, that in no event shall such substitution or purchase occur more than 540 days from the Closing Date, except that if the substitution or purchase of a Mortgage Loan pursuant to this provision is required because by reason of a delay in delivery of any documents by the appropriate recording office, or and there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the such substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that which has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the such Mortgage Loan. The Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, if any, and any substitution pursuant to (a) above shall not be effected before prior to the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the such month. The Purchase Price for any such Mortgage Loan shall be deposited by the Seller in the Certificate Account by on or prior to the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the such deposit and certification with respect thereto in the form of Exhibit ON hereto, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any such instruments of transfer or assignment prepared by the Seller, in each case without recourse, as shall be necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage File that as come into the possession of the Master Servicer from time to time. The It is understood and agreed that the obligation of the Seller to substitute for or to purchase any Mortgage Loan that which does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the such defect available to the Trustee, the Depositor, Depositor and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of Exhibit G-1. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2G-3, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit HH-1, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel Counsel, if required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit ON, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any other documents or instruments constituting the Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of Exhibit G-1. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2G-3, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit HH-1, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any other documents or instruments constituting the Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1G, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of Exhibit G-1. G. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2G-1, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a an Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any other documents or instruments constituting the Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of Exhibit G-1. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel Counsel, if required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit ON, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any other documents or instruments constituting the Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges shall acknowledge, on the Closing Date, receipt by the Trustee, of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1E, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loanspursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will shall maintain possession of the related Mortgage Notes in the State of California, California unless otherwise permitted by the Rating Agencies. The In connection with the Closing Date, the Trustee shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Servicer an Initial Certification prior to the Closing Date, or, as the Depositor agrees to execute and deliver to, on the Closing Date Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Trustee shall not be responsible to verify the Depositorvalidity, sufficiency or genuineness of any document in any Custodial File. Within 90 days after the Closing Date, the Master Servicer Trustee shall ascertain that all documents identified in the Document Certification and the Seller an Initial Certification Exception Report in the form of attached hereto as Exhibit G-1. Based on F are in its review and examinationpossession, and only shall deliver to the Depositor and the Servicer a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, 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 an exception and not covered by such certification): (i) all documents identified in such Initial Certification, the Trustee acknowledges that Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no duty or obligation Loan; (iii) based on its examination and only as to inspect, review or examine said the foregoing 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 information set forth in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date items (or if that day is not a Business Day, the succeeding Business Day1), the Trustee shall deliver to the Depositor(2), the Master Servicer, (7) and the Seller a Delay Delivery Certification with respect to (9) of the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date Loan Schedule and items (or if that day is not a Business Day, the succeeding Business Day1), (9) and (17) of the Trustee shall deliver to the Depositor, the Master Servicer Data Tape Information respecting such Mortgage Loan is correct; and the Seller a Final Certification with respect to the (iv) each Mortgage Loans Note has been endorsed as provided in the form Section 2.01 of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certificationthis Agreement. The Trustee shall not make any determination as be responsible to whether (i) any endorsement is sufficient to transfer all interest of verify the party so endorsingvalidity, as noteholder sufficiency or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery genuineness of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made document in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage LoanCustodial File. The Trustee shall retain possession and custody of each Mortgage Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage Custodial File that as come into the possession of the Master Servicer from time to time. The obligation Responsible Party shall deliver to the Servicer copies of all trailing documents required to be included in the Seller to substitute for Custodial File at the same time the original or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available certified copies thereof are delivered to the Trustee, including but not limited to such documents as the Depositor, title insurance policy and any Certificateholder against other Mortgage Loan documents upon return from the Sellerpublic recording office. The documents shall be delivered by the Responsible Party at the Responsible Party's expense to the Servicer.

Acceptance by the Trustee of the Mortgage Loans. (a) The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1, G and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of Exhibit G-1. G. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2G-1, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a an Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit Othereto, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any other documents or instruments constituting the Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of Exhibit G-1. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel Counsel, if required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any other documents or instruments constituting the Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of Exhibit G-1. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel Counsel, if required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit ON, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's ’s request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's ’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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) MERS® System in accordance with MERS' ’ rules and regulations or (ii) cause MERS to designate on the MERS(R) MERS® System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any other documents or instruments constituting the Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of Exhibit G-1. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit ON, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any other documents or instruments constituting the Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of Exhibit G-1. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2G-3, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit HH-1, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit ON, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any other documents or instruments constituting the Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. (a) The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1, G and declares that it holds and will hold or will cause its agent to hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage LoansFiles, and that it holds or will hold or will cause its agent to hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it or the Custodian will maintain possession of the related Mortgage Notes in the State of CaliforniaTexas, State of California or State of Minnesota, as directed by the Seller, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer Depositor and the Seller Servicer an Initial Certification from the Custodian in the form of annexed hereto as Exhibit G-1. G. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage LoansLoan. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day Not later than 90 days after the Closing Date (or if that day is not a Business Day, the succeeding Business Day)Date, the Trustee shall deliver to the Depositor, the Master Servicer, Depositor and the Seller and the Servicer a Delay Delivery Final Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of annexed hereto as Exhibit H, with any applicable exceptions noted thereon. If, in the course of its such review, the Trustee finds is notified by the Custodian that any document constituting a part of a Mortgage File that which does not meet the requirements of Section 2.01, the Trustee shall cause the Custodian to list such as an exception in the Final Certification. The ; provided, however, that the Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any or cure such defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was is so notified of the such defect and, if the Seller does not correct the or cure such defect within that such period, the Seller shall either (ai) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant manner and subject to the conditions set forth in Section 2.03, or (bii) purchase the such Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the such defect in writing. If a writing at the Repurchase Price of such Mortgage Loan; provided, however, that if the cure, substitution or purchase repurchase of a Mortgage Loan pursuant to this provision is required because by reason of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or then the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within be given 720 days from the Closing Date. In Date to cure such defect or substitute for, or repurchase such Mortgage Loan; and further provided, that the Seller shall have no other case may a substitution liability for recording any Assignment of Mortgage in favor of the Trustee or purchase occur more than 540 days from for the Closing DateTrustee's failure to record such Assignment of Mortgage, and the Seller shall not be obligated to repurchase or cure any Mortgage Loan as to which such Assignment of Mortgage is not recorded. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that which has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loansuch Mortgage. The Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the TrusteeTrustee or Custodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above effected more than 90 days after the Closing Date shall not be effected before prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, 2.05 hereof and any substitution pursuant to (a) above shall not be effected before prior to the additional delivery to the Trustee Trustee, or the Custodian on its behalf, of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in M and the Mortgage File for any calendar month after the Determination Date for the monthsuch Qualified Substitute Mortgage Loan. The Purchase Repurchase Price for any such Mortgage Loan shall be deposited by the Seller in the Certificate applicable Collection Account by on or prior to the Distribution Account Deposit Date for the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of the such deposit and certification with respect thereto in the form of Exhibit OM hereto, the Trustee Trustee, or the Custodian on its behalf, shall release the related Mortgage File to the Seller and shall execute and deliver at the Sellersuch entity's request any such instruments of transfer or assignment prepared by the Sellersuch entity, in each case without recourse, as shall be necessary to vest in the Sellersuch entity, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant The Trustee agrees to cause the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) cause MERS Custodian to execute and deliver an assignment of on the Mortgage in recordable form to transfer the Mortgage from MERS Subsequent Transfer Date to the Seller Depositor and the Servicer a Subsequent Certification in the form annexed hereto as Exhibit G. Based on its review and examination, and only as to the documents identified in such Subsequent Certification, the Custodian shall cause acknowledge that such Mortgage documents appear regular on their face and relate to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Subsequent Mortgage Loan. The Trustee shall retain possession and custody be under no 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 in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the end of each Mortgage File in accordance with and subject the Prefunding Period, the Trustee shall cause the Custodian to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the TrusteeDepositor and the Servicer a Final Certification with respect to the Subsequent Mortgage Loans in the form annexed hereto as Exhibit H with any applicable exceptions noted thereon. If, upon in the execution or receipt thereofcourse of such review of the Mortgage Files relating to the Subsequent Mortgage Loans, the originals Custodian finds any document constituting a part of any other documents or instruments constituting the a Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that which does not meet the requirements of Section 2.01 2.01, the Trustee shall constitute cause the sole remedy respecting Custodian to list such as an exception in the defect available Final Certification; provided, however that the Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the Trustee, assignee thereof under the Depositor, and mortgage to which the assignment relates. The Seller shall cure any Certificateholder against the Sellersuch defect or repurchase or substitute for any such Mortgage Loan in accordance with Section 2.02(a).

Acceptance by the Trustee of the Mortgage Loans. (a) The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1G and receipt of the Pre-Funding Amounts, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of Exhibit G-1. G. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Initial Mortgage Loans. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Initial Mortgage Loans substantially in the form of Exhibit G-2G-1, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a an Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any other documents or instruments constituting the Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1F, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loanspursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees As a condition to execute and deliver the closing on the Closing Date Date, the Trustee shall deliver via facsimile or .pdf (with original to follow the next Business Day) to the Depositor, the Master Servicer and the Seller Servicer an Initial Certification in the form of Exhibit G-1. Based on its review and examination, and only as prior to the documents identified in such Initial CertificationClosing Date, or as the Trustee acknowledges that such documents appear regular Depositor agrees to, on their face the Closing Date, certifying receipt of a Mortgage Note and relate to such Assignment of Mortgage Loansfor each Mortgage Loan with any exceptions noted on the exception report attached thereto. The Trustee shall not be under no duty responsible to verify the validity, sufficiency 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 genuineness of any document in the real estate records or that they are other than what they purport to be on their faceany Custodial File. By the thirtieth day after On the Closing Date (or if that day is not a Business Day, the succeeding Business Day)Date, the Trustee shall deliver ascertain that all documents required to the Depositor, the Master Servicerbe reviewed by it are in its possession, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans Servicer an Initial Certification, in the form of annexed hereto as Exhibit HF, with any applicable exceptions noted thereon. Ifand shall deliver to the Depositor, the Master Servicer and the Servicer a Document Certification and Exception Report, in the course of its reviewform annexed hereto as Exhibit G, within 90 days after the Trustee finds Closing Date to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the Final Certificationforegoing documents, the information set forth in items (1), (2) and (13) of the Mortgage Loan Schedule and items (1), (2) and (13) of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. The Trustee shall not make any determination as be responsible to whether (i) any endorsement is sufficient to transfer all interest of verify the party so endorsingvalidity, as noteholder sufficiency or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery genuineness of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made document in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage LoanCustodial File. The Trustee shall retain possession and custody of each Mortgage applicable Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage Custodial File that as come into the possession of the Master Servicer from time to time. The obligation Responsible Party shall to deliver to the Servicer copies of all trailing documents required to be included in the Seller to substitute for Custodial File at the same time the original or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available certified copies thereof are delivered to the Trustee, including but not limited to such documents as the Depositor, title insurance policy and any Certificateholder against other Mortgage Loan Documents upon return from the Sellerpublic recording office. The Responsible Party shall deliver such documents, at the Responsible Party's expense, to the Servicer and in no event shall the Servicer be responsible for any expenses relating to such delivery obligation.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1, G-1 and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of Exhibit G-1. Based on its review and examination, and only as to the documents identified in such the Initial Certification, the Trustee acknowledges that such the documents appear regular on their face and relate to such the Mortgage Loans. The Trustee shall be under no duty or obligation to inspect, review review, or examine said documents, instruments, certificates certificates, or other papers to determine that the same are genuine, enforceable enforceable, or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, Servicer and the Seller a Delay Delayed Delivery Certification with respect to the Mortgage Loans Loans, substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day Not later than ninety (90) days after the Closing Date (or if that day is not a Business Day, the succeeding Business Day)Date, the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any such defect that materially and adversely affects the interests of the Certificateholders within 90 ninety (90) days from the date it was so notified of the defect and, with respect to any Mortgage Loan for which such defect is materially adverse to the Certificateholders, if the Seller does not correct the such defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant to Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 ninety (90) days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 ninety (90) days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the an Opinion of Counsel Counsel, if required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit ON, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's ’s request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's ’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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) MERS® System in accordance with MERS' ’ rules and regulations or (ii) cause MERS to designate on the MERS(R) MERS® System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage File that as come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. (a) The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1G, and receipt of the Pre-Funding Amount and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Initial Mortgage Loans, that it holds and will hold all amounts in the Pre-Funding Account and the Capitalized Interest Account, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of Exhibit G-1. G. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Initial Mortgage Loans. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Initial Mortgage Loans substantially in the form of Exhibit G-2G-1, with any applicable exceptions noted thereon. By the ninetieth day Not later than 90 days after the Closing Date (or if that day is not a Business Day, the succeeding Business Day)Date, the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that which materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Initial Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Initial Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a an Initial Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Initial Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Initial Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Initial Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Initial Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit ON, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Initial Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage File that as come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Initial Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1G, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of Exhibit G-1. G. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2G-1, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a an Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each related Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any other documents or instruments constituting the Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1, G and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage LoansFiles, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of annexed hereto as Exhibit G-1. G. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Mortgage LoansLoan. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By On or about the thirtieth sixth (6th) business day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day)Date, the Trustee shall deliver to the Depositor, the Master Servicer, Servicer and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of annexed hereto as Exhibit G-2G, with any applicable exceptions noted thereon. By the ninetieth day Thereafter, not later than 90 days after the Closing Date (or if that day is not a Business Day, the succeeding Business Day)Date, the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of annexed hereto as Exhibit H, with any applicable exceptions noted thereon. If, in the course of its such review, the Trustee finds any document constituting a part of a Mortgage File that which does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The ; provided, however, that the Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any or cure such defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the such defect and, if the Seller does not correct the or cure such defect within that such period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant manner and subject to the conditions set forth in Section 2.03, or (b) purchase the such Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the such defect in writing. If a writing at the Purchase Price of such Mortgage Loan; provided, however, that in no event shall such substitution or purchase occur more than 540 days from the Closing Date, except that if the substitution or purchase of a Mortgage Loan pursuant to this provision is required because by reason of a delay in delivery of any documents by the appropriate recording office, or and there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the such substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that which has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the such Mortgage Loan. The Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, if any, and any substitution pursuant to (a) above shall not be effected before prior to the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the such month. The Purchase Price for any such Mortgage Loan shall be deposited by the Seller in the Certificate Account by on or prior to the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the such deposit and certification with respect thereto in the form of Exhibit ON hereto, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any such instruments of transfer or assignment prepared by the Seller, in each case without recourse, as shall be necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage File that as come into the possession of the Master Servicer from time to time. The It is understood and agreed that the obligation of the Seller to substitute for or to purchase any Mortgage Loan that which does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the such defect available to the Trustee, the Depositor, Depositor and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of Exhibit G-1. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any other documents or instruments constituting the Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.the

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of Exhibit G-1. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to clause (a) above or purchase pursuant to clause (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel Counsel, if required by Section 2.05, and any substitution pursuant to clause (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit ON, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's ’s request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's ’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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) MERS® System in accordance with MERS' ’ rules and regulations or (ii) cause MERS to designate on the MERS(R) MERS® System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any other documents or instruments constituting the Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges shall acknowledge, on the Closing Date, receipt by the Trustee of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1E, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loanspursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will shall maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The In connection with the Closing Date, the Trustee shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor an Initial Certification prior to the Closing Date, or, as the Depositor agrees to execute and deliver to, on the Closing Date Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Trustee shall not be responsible to verify the Depositorvalidity, sufficiency or genuineness of any document in any Custodial File. Within 90 days after the Closing Date, the Master Servicer Trustee shall ascertain that all documents identified in the Document Certification and the Seller an Initial Certification Exception Report in the form of attached hereto as Exhibit G-1. Based on F are in its review and examinationpossession, and only shall deliver to the Depositor a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, 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 an exception and not covered by such certification): (i) all documents identified in such Initial Certification, the Trustee acknowledges that Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no duty or obligation Loan; (iii) based on its examination and only as to inspect, review or examine said the foregoing 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 information set forth in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date items (or if that day is not a Business Day, the succeeding Business Day1), the Trustee shall deliver to the Depositor(2), the Master Servicer, (7) and the Seller a Delay Delivery Certification with respect to (9) of the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date Loan Schedule and items (or if that day is not a Business Day, the succeeding Business Day1), (9) and (17) of the Trustee shall deliver to the Depositor, the Master Servicer Data Tape Information respecting such Mortgage Loan is correct; and the Seller a Final Certification with respect to the (iv) each Mortgage Loans Note has been endorsed as provided in the form Section 2.01 of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certificationthis Agreement. The Trustee shall not make any determination as be responsible to whether (i) any endorsement is sufficient to transfer all interest of verify the party so endorsingvalidity, as noteholder sufficiency or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery genuineness of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made document in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage LoanCustodial File. The Trustee shall retain possession and custody of each Mortgage Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master applicable Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage Custodial File that as come into the possession of the Master applicable Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of Exhibit G-1. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit ON, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any other documents or instruments constituting the Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of Exhibit G-1. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit ON, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any other documents or instruments constituting the Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. (a) The Trustee acknowledges receipt of the documents identified in the Initial Certification Certifications in the form of annexed hereto as Exhibit G-1, G and declares that it holds and will hold or will cause its agent to hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage LoansFiles, and that it holds or will hold or will cause its agent to hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it or the Custodians will maintain possession of the related Mortgage Notes in the State of Illinois, State of Texas and State of California, as directed by the Seller, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver as of 10:00 a.m. (New York time) on the Closing Date to the Depositor, the Master Servicer Depositor and the Seller an Servicers Initial Certification Certifications from each Custodian in the form of annexed hereto as Exhibit G-1G (or a substantially similar form). Based on its review and examination, and only as to the documents identified in each such Initial Certification, the Trustee each Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage LoansLoan. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day Not later than 90 days after the Closing Date (or if that day is not a Business Day, the succeeding Business Day)Date, the Trustee shall deliver to the Depositor, the Master Servicer, Seller and the Seller Servicers a Delay Delivery Final Certification with respect to the Mortgage Loans substantially in the form of annexed hereto as Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date H (or if that day is not a Business Day, the succeeding Business Daysubstantially similar form), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its such review, the Trustee finds is notified by a Custodian that any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall cause such Custodian to list such as an exception in the Final Certification. The ; provided, however, that the Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any or cure such defect that within 90 days from the date it is so notified of such defect and, if the Seller does not correct or cure such defect within such period, and such defect materially and adversely affects the interests of the Certificateholders within 90 days from in the date it was so notified of the defect and, if the Seller does not correct the defect within that periodrelated Mortgage Loan, the Seller shall either (ai) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant manner and subject to the conditions set forth in Section 2.03, or (bii) purchase the such Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the such defect in writing. If a writing at the Repurchase Price of such Mortgage Loan; provided, however, that if the cure, substitution or purchase repurchase of a Mortgage Loan pursuant to this provision is required because by reason of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or then the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within be given 720 days from the Closing Date. In Date to cure such defect or substitute for, or repurchase such Mortgage Loan; and further provided, that the Seller shall have no other case may a substitution liability for recording any Assignment of Mortgage in favor of the Trustee or purchase occur more than 540 days from for the Closing DateTrustee’s failure to record such Assignment of Mortgage, and the Seller shall not be obligated to repurchase or cure any Mortgage Loan as to which such Assignment of Mortgage is not recorded. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that which has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loansuch Mortgage. The Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the TrusteeTrustee or applicable Custodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above effected more than 90 days after the Closing Date shall not be effected before prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, 2.05 hereof and any substitution pursuant to (a) above shall not be effected before prior to the additional delivery to the Trustee Trustee, or the applicable Custodian on its behalf, of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in M and the Mortgage File for any calendar month after the Determination Date for the monthsuch Qualified Substitute Mortgage Loan. The Purchase Repurchase Price for any such Mortgage Loan shall be deposited by the Seller in the Certificate applicable Collection Account by on or prior to the Distribution Account Deposit Date for Business Day immediately preceding the Distribution Date in the month following the month of repurchase and, upon receipt of the such deposit and certification with respect thereto in the form of Exhibit OM hereto, the Trustee Trustee, or the applicable Custodian on its behalf, shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's such entity’s request any such instruments of transfer or assignment prepared by the Sellersuch entity, in each case without recourse, as shall be necessary to vest in the Sellersuch entity, or a designee, the Trustee's ’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions preceding paragraph the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master related Servicer shall shall, at the Seller’s expense, either (i) cause MERS to execute and deliver an assignment 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) MERS® System in accordance with MERS' ’ rules and regulations or (ii) cause MERS to designate on the MERS(R) MERS® System the Seller as the beneficial holder of such Mortgage Loan. With respect to any Mortgage Loan which becomes delinquent in payment by 90 days or more or is an REO Property, the Seller shall have the right to repurchase such Mortgage Loan from the Trust at a price equal to the Repurchase Price; provided, however, that (i) such Mortgage Loan is still 90 days or more delinquent or is an REO Property as of the date of such repurchase and (ii) this repurchase option, if not theretofore exercised, shall terminate on the date at the close of business on the 90th day after the Mortgage Loan is 90 days delinquent or the Mortgage Loan becomes an REO Property; provided, further, that in no event shall such repurchase take place with respect to Mortgage Loans constituting more than 5% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans plus amounts in deposit in the Prefunding Account as of the Closing Date. This repurchase obligation, if not exercised, shall not be thereafter reinstated unless the delinquency is cured and the Mortgage Loan thereafter again becomes 90 days or more delinquent or becomes an REO Property, in which case the option shall again become exercisable as of the first day the Mortgage Loan becomes 90 days delinquent or becomes an REO Property. In the event that the Seller exercises such option, the Repurchase Price therefore shall be deposited in the related Collection Account and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit M hereto, the applicable Custodian shall release the related Mortgage File held for the benefit of the Certificateholders to the Seller, and the Trustee shall execute and deliver at the Seller’s discretion such instruments of transfer or assignment prepared by the Seller, in each case without recourse, as shall be necessary to transfer title from the Trustee to the Seller. The Trustee agrees to cause each Custodian to and each Custodian shall execute and deliver prior to 10:00 a.m. (New York time) on each Subsequent Transfer Date to the Depositor, each Servicer a Subsequent Certification in the form annexed hereto as Exhibit G (or a substantially similar form). Based on its review and examination, and only as to the documents identified in such Subsequent Certification, each Custodian shall acknowledge that such documents appear regular on their face and relate to such Subsequent Mortgage Loan. The Trustee shall retain possession and custody be under no 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 in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the end of the Prefunding Period, the Trustee shall cause each Mortgage File in accordance with and subject Custodian to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereofDepositor, the originals Seller and each Servicer a Final Certification with respect to the Subsequent Mortgage Loans in the form annexed hereto as Exhibit H (or a substantially similar form) with any applicable exceptions noted thereon. If, in the course of any other documents or instruments constituting such review of the Mortgage Files relating to the Subsequent Mortgage Loans, a Custodian finds any document constituting a part of a Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that which does not meet the requirements of Section 2.01 2.01, the Trustee shall constitute cause such Custodian to list such as an exception in the sole remedy respecting Final Certification; provided, however that the defect available Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the Trustee, assignee thereof under the Depositor, and mortgage to which the assignment relates. The Seller shall cure any Certificateholder against the Sellersuch defect or repurchase or substitute for any such Mortgage Loan in accordance with this Section 2.02(a).

Acceptance by the Trustee of the Mortgage Loans. (a) The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1, G and declares that it holds and will hold or will cause its agent to hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage LoansFiles, and that it holds or will hold or will cause its agent to hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it or the Custodian will maintain possession of the related Mortgage Notes in the State of CaliforniaIllinois, as directed by the Seller, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver as of 10:00 a.m. (New York time) on the Closing Date to the Depositor, the Master Servicer FSA and the Seller Servicer an Initial Certification from the Custodian in the form of annexed hereto as Exhibit G-1. G. Based on its review and examination, and only as to the documents identified in each such Initial Certification, the Trustee Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage LoansLoan. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day Not later than 90 days after the Closing Date (or if that day is not a Business Day, the succeeding Business Day)Date, the Trustee shall deliver to the Depositor, the Master ServicerSeller, FSA and the Seller Servicer a Delay Delivery Final Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of annexed hereto as Exhibit H, with any applicable exceptions noted thereon. If, in the course of its such review, the Trustee finds is notified by the Custodian that any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall cause the Custodian to list such as an exception in the Final Certification. The ; provided, however, that the Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any or cure such defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was is so notified of the such defect and, if the Seller does not correct the or cure such defect within that such period, the Seller shall either (ai) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant manner and subject to the conditions set forth in Section 2.03, or (bii) purchase the such Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the such defect in writing. If a writing at the Repurchase Price of such Mortgage Loan; provided, however, that if the cure, substitution or purchase repurchase of a Mortgage Loan pursuant to this provision is required because by reason of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or then the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within be given 720 days from the Closing Date. In Date to cure such defect or substitute for, or repurchase such Mortgage Loan; and further provided, that the Seller shall have no other case may a substitution liability for recording any Assignment of Mortgage in favor of the Trustee or purchase occur more than 540 days from for the Closing DateTrustee’s failure to record such Assignment of Mortgage, and the Seller shall not be obligated to repurchase or cure any Mortgage Loan as to which such Assignment of Mortgage is not recorded. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that which has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loansuch Mortgage. The Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the TrusteeTrustee or Custodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above effected more than 90 days after the Closing Date shall not be effected before prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, 2.05 hereof and any substitution pursuant to (a) above shall not be effected before prior to the additional delivery to the Trustee Trustee, or the Custodian on its behalf, of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in M and the Mortgage File for any calendar month after the Determination Date for the monthsuch Qualified Substitute Mortgage Loan. The Purchase Repurchase Price for any such Mortgage Loan shall be deposited by the Seller in the Certificate applicable Collection Account by on or prior to the Distribution Account Deposit Date for Business Day immediately preceding the Distribution Date in the month following the month of repurchase and, upon receipt of the such deposit and certification with respect thereto in the form of Exhibit OM hereto, the Trustee Trustee, or the Custodian on its behalf, shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's such entity’s request any such instruments of transfer or assignment prepared by the Sellersuch entity, in each case without recourse, as shall be necessary to vest in the Sellersuch entity, or a designee, the Trustee's ’s interest in any Mortgage Loan released pursuant hereto. If pursuant The Trustee agrees to cause the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) cause MERS Custodian to execute and deliver an assignment of the Mortgage in recordable form prior to transfer the Mortgage from MERS 10:00 a.m. (New York time) on each Subsequent Transfer Date to the Seller Depositor, FSA and the Servicer a Subsequent Certification in the form annexed hereto as Exhibit G. Based on its review and examination, and only as to the documents identified in such Subsequent Certification, the Custodian shall cause acknowledge that such Mortgage documents appear regular on their face and relate to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Subsequent Mortgage Loan. The Trustee shall retain possession and custody be under no 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 in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the end of each Mortgage File in accordance with and subject the Prefunding Period, the Trustee shall cause the Custodian to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereofDepositor, the originals Seller, FSA and the Servicer a Final Certification with respect to the Subsequent Mortgage Loans in the form annexed hereto as Exhibit H with any applicable exceptions noted thereon. If, in the course of any other documents or instruments constituting such review of the Mortgage Files relating to the Subsequent Mortgage Loans, the Custodian finds any document constituting a part of a Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that which does not meet the requirements of Section 2.01 2.01, the Trustee shall constitute cause the sole remedy respecting Custodian to list such as an exception in the defect available Final Certification; provided, however that the Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the Trustee, assignee thereof under the Depositor, and mortgage to which the assignment relates. The Seller shall cure any Certificateholder against the Sellersuch defect or repurchase or substitute for any such Mortgage Loan in accordance with this Section 2.02(a).

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1, G-1 and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future CertificateholdersCertificateholders and the Certificate Insurer. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating AgenciesAgencies and the Certificate Insurer. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer Servicer, the Certificate Insurer and the Seller an Initial Certification in the form of Exhibit G-1. Based on its review and examination, and only as to the documents identified in such the Initial Certification, the Trustee acknowledges that such the documents appear regular on their face and relate to such the Mortgage Loans. The Trustee shall be under no duty or obligation to inspect, review review, or examine said documents, instruments, certificates certificates, or other papers to determine that the same are genuine, enforceable enforceable, or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, Servicer and the Seller (and a Delay copy to each Rating Agency and the Certificate Insurer) a Delayed Delivery Certification with respect to the Mortgage Loans Loans, substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day Not later than ninety (90) days after the Closing Date (or if that day is not a Business Day, the succeeding Business Day)Date, the Trustee shall deliver to the Depositor, the Master Servicer Servicer, the Certificate Insurer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any such defect that materially and adversely affects the interests of the Certificateholders within 90 ninety (90) days from the date it was so notified of the defect and, with respect to any Mortgage Loan for which such defect is materially adverse to the Certificateholders or the Certificate Insurer, if the Seller does not correct the such defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant to Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 ninety (90) days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 270 days from the Closing Date. In no other case may the event that the Servicer cannot provide a substitution or purchase occur more than 540 days from copy of such document certified by the Closing Date. The Trustee public recording office within such 270 day period, the Servicer shall deliver written notice to each Rating Agency the Custodian, the Trustee and the Certificate Insurer within such 270 days from day period, an Officer’s Certificate of the Closing Date indicating each Mortgage Loan Servicer which shall (aA) identify the recorded document, (B) state that the recorded document has not been returned delivered to the Custodian due solely to a delay caused by the appropriate public recording office, (C) state the amount of time generally required by the applicable recording office or to record and return a document submitted for recordation, if known, and (bD) as specify the date the applicable recorded document is expected to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above Custodian, and, upon receipt of a copy of such document certified by the public recording office, the Servicer shall not be effected before the delivery immediately deliver such document to the Trustee of the Opinion of Counsel required by Section 2.05Custodian , and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in and the form of Exhibit N. Certificate Insurer. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit ON, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's ’s request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's ’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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) MERS® System in accordance with MERS' ’ rules and regulations or (ii) cause MERS to designate on the MERS(R) MERS® System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage File that as come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges and the Custodian shall acknowledge, on the Closing Date, receipt by the Trustee or the Custodian, as applicable, of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1E, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loanspursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will and the Custodian shall maintain possession of the related Mortgage Notes in the State States of California, Minnesota or Utah unless otherwise permitted by the Rating Agencies. The In connection with the Closing Date, the Trustee agrees and the Custodian shall be required to execute deliver via facsimile (with original to follow the next Business Day) to the Depositor and deliver the Servicer an Initial Certification prior to the Closing Date, or, with the Depositor's consent, on the Closing Date Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each applicable Mortgage Loan. Neither the Trustee nor the Custodian shall be responsible to verify the Depositorvalidity, sufficiency or genuineness of any document in any Custodial File. Within 90 days after the Closing Date, the Master Servicer Trustee and the Seller an Initial Custodian shall, for the benefit of the Holders of the Certificates, ascertain that all documents identified in the Document Certification and Exception Report in the form of attached hereto as Exhibit G-1. Based on F are in its review and examinationpossession, and only shall deliver to the Depositor and the Servicer and to the Trustee, if delivered by the Custodian, a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, to the effect that, as to each applicable 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 an exception and not covered by such certification): (i) all documents identified in such Initial Certification, the Trustee acknowledges that Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage LoansLoan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2) and (7) of the Mortgage Loan Schedule and items (1), (9) and (17) of the Data Tape Information respecting such Mortgage Loan accurately reflects the information set forth in the Custodial File; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the Custodian shall be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. Within 90 days after the Closing Date, the Servicer (for the benefit of the Holders of the Certificates, based solely on the list of MERS Designated Mortgage Loans and screen printouts from the MERS System provided to the Servicer by each applicable Responsible Party no later than 45 days after the Closing Date) shall confirm, on behalf of the Trust, that the Trustee is shown as the Investor with respect to each MERS Designated Mortgage Loan on such screen printouts. If the Trustee is not shown as the Investor with respect to any MERS Designated Mortgage Loans on such screen printouts, the Servicer shall promptly notify the applicable Responsible Party of such fact, and such Person shall then either cure such defect or repurchase such Mortgage Loan in accordance with Section 2.03. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee Custodian shall retain possession and custody of each Mortgage applicable Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the TrusteeTrustee or to the Custodian, as applicable, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage Custodial File that as come into the possession of the Master Servicer from time to time. The obligation Each Responsible Party shall deliver to the Servicer copies of all trailing documents required to be included in the Seller Custodial File at the same time the original or certified copies thereof are delivered to substitute for the Trustee or to purchase the Custodian, as applicable, including but not limited to such documents as the title insurance policy and any other Mortgage Loan that does not meet Documents upon return from the requirements of Section 2.01 public recording office. Such documents shall constitute be delivered by the sole remedy respecting the defect available applicable Responsible Party at such Responsible Party's expense to the Trustee, the Depositor, and any Certificateholder against the SellerServicer.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1E, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loanspursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Prior to and as a condition to the Closing, the Trustee shall deliver via facsimile (with original to follow the next Business Day) to the Depositor an Initial Certification prior to the Closing Date, or as the Depositor agrees to execute and deliver to, on the Closing Date Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Trustee shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. Within 90 days after the Closing Date, the Trustee shall ascertain that all documents required to be delivered to it are in its possession, and shall deliver to the DepositorDepositor a Final Certification to the effect that, the Master Servicer and the Seller an Initial Certification as to each Mortgage Loan listed in the form of Exhibit G-1. Based on its review and examination, and only as to the documents Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Initial Certification, the Trustee acknowledges that certification as an exception and not covered by such certification): (i) all documents required to be delivered to it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no duty or obligation Loan; (iii) based on its examination and only as to inspect, review or examine said the foregoing 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 information set forth in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date items (or if that day is not a Business Day, the succeeding Business Day1), the Trustee shall deliver to the Depositor(2), the Master Servicer(7), and the Seller a Delay Delivery Certification with respect to (9) of the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date Loan Schedule and items (or if that day is not a Business Day, the succeeding Business Day1), (9) and (17) of the Trustee shall deliver to the Depositor, the Master Servicer Data Tape Information respecting such Mortgage Loan is correct; and the Seller a Final Certification with respect to the (iv) each Mortgage Loans Note has been endorsed as provided in the form Section 2.01 of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certificationthis Agreement. The Trustee shall not make any determination as be responsible to whether (i) any endorsement is sufficient to transfer all interest of verify the party so endorsingvalidity, as noteholder sufficiency or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery genuineness of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made document in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage LoanCustodial File. The Trustee shall retain possession and custody of each Mortgage Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage Custodial File that as come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Except as set forth in the exception report delivered contemporaneously herewith (the "Exception Report"), the Trustee acknowledges receipt of the Mortgage Note for each Mortgage Loan and delivery of a Mortgage File (but does not acknowledge receipt of all documents identified required to be included in the Initial Certification in the form of Exhibit G-1, such Mortgage File) with respect to each Mortgage Loan and declares that it holds and will hold such documents and the any other documents constituting a part of the Mortgage Files delivered to it constituting the Mortgage Files for the Mortgage Loans, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it Depositor will maintain possession cause the Sponsor to repurchase any Mortgage Loan to which a material exception was taken in the Exception Report unless such exception is cured to the satisfaction of the related Mortgage Notes in Depositor and the State Trustee within 45 Business Days of California, unless otherwise permitted by the Rating AgenciesClosing Date. The Trustee agrees acknowledges receipt of the three Corridor Contracts (forms of which are attached hereto as Exhibits M-1, M-2 and M-3) and the Purchase Agreement. The Trustee acknowledges receipt of the Swap Agreement that will be held in the Supplemental Interest Trust and is hereby instructed to execute enter into the Swap Agreement, not in its individual capacity, but solely as Supplemental Interest Trust Trustee. The Trustee agrees, for the benefit of Certificateholders and deliver on the NIMs Insurer to review each Mortgage File delivered to it within sixty (60) days after the Closing Date Date. The Trustee will ascertain and to certify, within seventy (70) days of the Closing Date, to the DepositorNIMs Insurers, the Master Servicer Depositor and the Seller an Initial Certification in the form of Exhibit G-1. Based on its review and examinationServicer that all documents required by Section 2.01 (A)-(B), (C) (if applicable), and only as (D)-(E), and the documents if actually received by it, under Section 2.01(F), have been executed and received, and that such documents relate to the documents Mortgage Loans identified in Exhibit B that have been conveyed to it. It is herein acknowledged that, in conducting such Initial Certificationreview, the Trustee acknowledges that such documents appear regular on their face and relate to such Mortgage Loans. The Trustee shall not be under no any duty or obligation to inspect, review or examine said any such documents, instruments, certificates or other papers to determine that the same they are genuine, enforceable or appropriate for the represented purpose or purpose, that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, If the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective (that does not meet the requirements of Section 2.01is, mutilated, damaged, defaced or unexecuted) in any material respect, the Trustee shall list promptly (and in any event within no more than five Business Days) after such as an exception in finding so notify the Final CertificationNIMs Insurer, the Servicer, the Sponsor and the Depositor. In addition, the Trustee shall also notify the NIMs Insurer, the Servicer, the Sponsor and the Depositor if the original Mortgage with evidence of recording thereon with respect to a Mortgage Loan is not received within seventy (70) days of the Closing Date; if it has not been received because of a delay caused by the public recording office where such Mortgage has been delivered for recordation, the Depositor shall deliver or cause to be delivered to the Trustee written notice stating that such Mortgage has been delivered to the appropriate public recording office for recordation and thereafter the Depositor shall deliver or cause to be delivered such Mortgage with evidence of recording thereon upon receipt thereof from the public recording office. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of request that the party so endorsingSponsor correct or cure such omission, as noteholder defect or assignee thereofother irregularity, in that or substitute a Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer Loan pursuant to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests provisions of the Certificateholders Section 2.03(c), within 90 ninety (90) days from the date it the Sponsor was so notified of the such omission or defect and, if the Seller Sponsor does not correct the or cure such omission or defect within that such period, that the Seller shall either (a) substitute for the related Sponsor purchase such Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee Issuing Entity within 90 ninety (90) days from the date the Seller was Trustee notified the Sponsor of such omission, defect or other irregularity at the defect in writing. If a substitution or purchase Purchase Price of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the such Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan purchased pursuant to this Section 2.02 shall be paid to the Servicer and deposited by the Seller Servicer in the Certificate Account or Collection Account, as appropriate, promptly upon receipt, and upon receipt by the Distribution Account Deposit Date for Trustee of written notification of such deposit signed by a Servicing Officer or receipt of such deposit by the Distribution Date in Trustee, the month following the month of repurchase andTrustee, upon receipt of the deposit a Request for Release and certification with respect thereto in of the form Servicer of Exhibit Osuch required deposit, shall promptly release to the Trustee shall release Sponsor the related Mortgage File to and the Seller and Trustee shall execute and deliver at the Seller's request any such instruments of transfer or assignment prepared by the Sellerassignment, in each case without recourse, as shall be requested by the Sponsor and necessary to vest in the Seller, Sponsor or a its designee, as the Trustee's interest in case may be, any Mortgage Loan released pursuant hereto. If pursuant , and the Trustee shall have no further responsibility with regard to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession It is understood and custody of each Mortgage File in accordance with and subject to agreed that the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any other documents or instruments constituting the Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller Sponsor to purchase, cure or substitute for or to purchase any Mortgage Loan that does not meet the requirements as to which a material defect in or omission of Section 2.01 a constituent document exists shall constitute the sole remedy respecting the such defect or omission available to the TrusteeTrustee on behalf of Certificateholders and the NIMs Insurer. The preceding sentence shall not, however, limit any remedies available to Certificateholders, the NIMs Insurer, the Depositor or the Trustee pursuant to the Purchase Agreement. The Trustee shall be under no duty or obligation to inspect, review and examine such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, recordable, duly authorized, sufficient, legal, valid or appropriate to the represented purpose, or that they have actually been recorded, or that they are other than what they purport to be on their face. The Trustee shall keep confidential the name of each Mortgagor except as required for the performance of this Agreement and the Trustee shall not solicit any such Mortgagor for the purpose of refinancing the related Mortgage Loan; notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Trustee from sources other than the other parties hereto, (ii) disclosure of any and all information (A) if required to do so by any applicable law, rule or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any aspects of the business of the Trustee or that of any Affiliate, (C) pursuant to any subpoena, civil investigation demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Trustee having a need to know the same, provided that the Trustee advises such recipient of the confidential nature of the information being disclosed, or (iii) any other disclosure authorized by the Depositor. Within seventy (70) days of the Closing Date, the Trustee shall deliver to the NIMs Insurer, the Depositor and the Servicer the Trustee's Certification, substantially in the form of Exhibit D attached hereto, evidencing the completeness of the Mortgage Files, with any Certificateholder against the Sellerexceptions noted thereto.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1, G and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage LoansFiles, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of annexed hereto as Exhibit G-1. G. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Mortgage LoansLoan. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day Not later than 90 days after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day)Date, the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of annexed hereto as Exhibit H, with any applicable exceptions noted thereon. If, in the course of its such review, the Trustee finds any document constituting a part of a Mortgage File that which does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The ; provided, however, that the Trustee shall not make any -------- ------- determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any or cure such defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the such defect and, if the Seller does not correct the or cure such defect within that such period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant manner and subject to the conditions set forth in Section 2.03, or (b) purchase the such Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the such defect in writing. If a writing at the Purchase Price of such Mortgage Loan; provided, however, that in no event -------- ------- shall such substitution or purchase occur more than 540 days from the Closing Date, except that if the substitution or purchase of a Mortgage Loan pursuant to this provision is required because by reason of a delay in delivery of any documents by the appropriate recording office, or and there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the such substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that which has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the such Mortgage Loan. The Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, if any, and any substitution pursuant to (a) above shall not be effected before prior to the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the such month. The Purchase Price for any such Mortgage Loan shall be deposited by the Seller in the Certificate Account by on or prior to the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the such deposit and certification with respect thereto in the form of Exhibit ON hereto, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any such instruments of transfer or assignment prepared by the Seller, in each case without recourse, as shall be necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage File that as come into the possession of the Master Servicer from time to time. The It is understood and agreed that the obligation of the Seller to substitute for or to purchase any Mortgage Loan that which does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the such defect available to the Trustee, the Depositor, Depositor and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1E, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loanspursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future CertificateholdersCertificateholders and the Class A Certificate Insurer. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. Prior to and as a condition to the Closing, the Trustee shall deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Class A Certificate Insurer an Initial Certification prior to the Closing Date, or as the Depositor agrees to, on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Trustee agrees shall not be responsible to execute verify the validity, sufficiency or genuineness of any document in any Custodial File. On the Closing Date, the Trustee shall ascertain that all documents required to be reviewed by it are in its possession, and shall deliver on to the Depositor and the Class A Certificate Insurer an Initial Certification, in the form annexed hereto as Exhibit E, and shall deliver to the Depositor a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, within 90 days after the Closing Date to the Depositoreffect that, the Master Servicer and the Seller an Initial Certification as to each Mortgage Loan listed in the form of Exhibit G-1. Based on its review and examination, and only as to the documents Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Initial Certification, the Trustee acknowledges that certification as an exception and not covered by such certification): (i) all documents required to be delivered to it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no duty or obligation Loan; (iii) based on its examination and only as to inspect, review or examine said the foregoing 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 information set forth in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date items (or if that day is not a Business Day, the succeeding Business Day1), the Trustee shall deliver to the Depositor, the Master Servicer, (2) and the Seller a Delay Delivery Certification with respect to (13) of the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date Loan Schedule and items (or if that day is not a Business Day, the succeeding Business Day1), (2) and (13) of the Trustee shall deliver to the Depositor, the Master Servicer Data Tape Information respecting such Mortgage Loan is correct; and the Seller a Final Certification with respect to the (iv) each Mortgage Loans Note has been endorsed as provided in the form Section 2.01 of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certificationthis Agreement. The Trustee shall not make any determination as be responsible to whether (i) any endorsement is sufficient to transfer all interest of verify the party so endorsingvalidity, as noteholder sufficiency or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery genuineness of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made document in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage LoanCustodial File. The Trustee shall retain possession and custody of each Mortgage Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage Custodial File that as come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1E, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loanspursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Prior to and as a condition to the Closing, the Trustee shall deliver via facsimile (with original to follow the next Business Day) to the Depositor an Initial Certification prior to the Closing Date, or as the Depositor agrees to execute and deliver to, on the Closing Date Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Trustee shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. On the Closing Date, the Trustee shall ascertain that all documents required to be delivered to it are in its possession, and shall deliver to the DepositorDepositor a Document Certification and Exception Report to the effect that, the Master Servicer and the Seller an Initial Certification as to each Mortgage Loan listed in the form of Exhibit G-1. Based on its review and examination, and only as to the documents Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Initial Certification, the Trustee acknowledges that certification as an exception and not covered by such certification): (i) all documents required to be delivered to it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no duty or obligation Loan; (iii) based on its examination and only as to inspect, review or examine said the foregoing 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 information set forth in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date items (or if that day is not a Business Day, the succeeding Business Day2), the Trustee shall deliver to the Depositor(3), the Master Servicer(10), (13) and the Seller a Delay Delivery Certification with respect to (28) of the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date Loan Schedule and items (or if that day is not a Business Day, the succeeding Business Day2), (3), (10), (13) and (28) of the Trustee shall deliver to the Depositor, the Master Servicer Data Tape Information respecting such Mortgage Loan is correct; and the Seller a Final Certification with respect to the (iv) each Mortgage Loans Note has been endorsed as provided in the form Section 2.01 of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certificationthis Agreement. The Trustee shall not make any determination as be responsible to whether (i) any endorsement is sufficient to transfer all interest of verify the party so endorsingvalidity, as noteholder sufficiency or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery genuineness of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made document in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage LoanCustodial File. The Trustee shall retain possession and custody of each Mortgage Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage Custodial File that as come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1E, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loanspursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, California unless otherwise permitted by the Rating Agencies. Prior to and as a condition to the Closing, the Trustee shall deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Servicer an Initial Certification prior to the Closing Date, or as the Depositor agrees to, on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan with any exceptions thereon. The Trustee agrees shall not be responsible to execute verify the validity, sufficiency or genuineness of any document in any Custodial File. On the Closing Date, the Trustee shall ascertain that all documents required to be reviewed by it are in its possession, and shall deliver on to the Depositor and the Servicer an Initial Certification, in the form annexed hereto as Exhibit E, and shall deliver to the Depositor and the Servicer a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, within 90 days after the Closing Date to the Depositoreffect that, the Master Servicer and the Seller an Initial Certification as to each Mortgage Loan listed in the form of Exhibit G-1. Based on its review and examination, and only as to the documents Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Initial Certification, the Trustee acknowledges that certification as an exception and not covered by such certification): (i) all documents required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no duty or obligation Loan; (iii) based on its examination and only as to inspect, review or examine said the foregoing 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 information set forth in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date items (or if that day is not a Business Day, the succeeding Business Day1), the Trustee shall deliver to the Depositor, the Master Servicer, (2) and the Seller a Delay Delivery Certification with respect to (13) of the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date Loan Schedule and items (or if that day is not a Business Day, the succeeding Business Day1), (2) and (13) of the Trustee shall deliver to the Depositor, the Master Servicer Data Tape Information respecting such Mortgage Loan is correct; and the Seller a Final Certification with respect to the (iv) each Mortgage Loans Note has been endorsed as provided in the form Section 2.01 of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certificationthis Agreement. The Trustee shall not make any determination as be responsible to whether (i) any endorsement is sufficient to transfer all interest of verify the party so endorsingvalidity, as noteholder sufficiency or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery genuineness of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made document in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage LoanCustodial File. The Trustee shall retain possession and custody of each Mortgage Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage Custodial File that as come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. (a) The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1, G and declares that it holds and will hold or will cause its agent to hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage LoansFiles, and that it holds or will hold or will cause its agent to hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it or the Custodian will maintain possession of the related Mortgage Notes in the State of CaliforniaIllinois, as directed by the Seller, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver as of 10:00 a.m. (New York time) on the Closing Date to the Depositor, FSA, the Master Servicer and the Seller Servicers an Initial Certification from the Custodian in the form of annexed hereto as Exhibit G-1. G. Based on its review and examination, and only as to the documents identified in each such Initial Certification, the Trustee Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage LoansLoan. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day Not later than 90 days after the Closing Date (or if that day is not a Business Day, the succeeding Business Day)Date, the Trustee shall deliver to the Depositor, the Master ServicerSeller, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the DepositorFSA, the Master Servicer and the Seller Servicers a Final Certification with respect to the Mortgage Loans in the form of annexed hereto as Exhibit H, with any applicable exceptions noted thereon. If, in the course of its such review, the Trustee finds is notified by the Custodian that any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall cause the Custodian to list such as an exception in the Final Certification. The ; provided, however, that the Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any or cure such defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was is so notified of the such defect and, if the Seller does not correct the or cure such defect within that such period, the Seller shall either (ai) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant manner and subject to the conditions set forth in Section 2.03, or (bii) purchase the such Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the such defect in writing. If a writing at the Repurchase Price of such Mortgage Loan; provided, however, that if the cure, substitution or purchase repurchase of a Mortgage Loan pursuant to this provision is required because by reason of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or then the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within be given 720 days from the Closing Date. In Date to cure such defect or substitute for, or repurchase such Mortgage Loan; and further provided, that the Seller shall have no other case may a substitution liability for recording any Assignment of Mortgage in favor of the Trustee or purchase occur more than 540 days from for the Closing DateTrustee’s failure to record such Assignment of Mortgage, and the Seller shall not be obligated to repurchase or cure any Mortgage Loan as to which such Assignment of Mortgage is not recorded. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that which has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loansuch Mortgage. The Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the TrusteeTrustee or Custodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above effected more than 90 days after the Closing Date shall not be effected before prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, 2.05 hereof and any substitution pursuant to (a) above shall not be effected before prior to the additional delivery to the Trustee Trustee, or the Custodian on its behalf, of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in M and the Mortgage File for any calendar month after the Determination Date for the monthsuch Qualified Substitute Mortgage Loan. The Purchase Repurchase Price for any such Mortgage Loan shall be deposited by the Seller in the Certificate applicable Collection Account by on or prior to the Distribution Account Deposit Date for Business Day immediately preceding the Distribution Date in the month following the month of repurchase and, upon receipt of the such deposit and certification with respect thereto in the form of Exhibit OM hereto, the Trustee Trustee, or the Custodian on its behalf, shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's such entity’s request any such instruments of transfer or assignment prepared by the Sellersuch entity, in each case without recourse, as shall be necessary to vest in the Sellersuch entity, or a designee, the Trustee's ’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions preceding paragraph the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer or the Master Servicer shall Servicer, as applicable, shall, at the Seller’s expense, either (i) cause MERS to execute and deliver an assignment 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) MERS® System in accordance with MERS' ’ rules and regulations or (ii) cause MERS to designate on the MERS(R) MERS® System the Seller as the beneficial holder of such Mortgage Loan. The Trustee agrees to cause the Custodian to and the Custodian shall retain possession execute and custody of deliver prior to 10:00 a.m. (New York time) on each Mortgage File in accordance with and subject Subsequent Transfer Date to the terms Depositor, FSA, the Master Servicer and conditions set forth hereineach Servicer a Subsequent Certification in the form annexed hereto as Exhibit G. Based on its review and examination, and only as to the documents identified in such Subsequent Certification, the Custodian shall acknowledge that such documents appear regular on their face and relate to such Subsequent Mortgage Loan. If the addition of such Subsequent Mortgage Loans would cause the aggregate Stated Principal Balance of the Mortgage Loans with Lost Mortgage Notes to exceed 2% of the sum of (x) the Aggregate Loan Balance and (y) the Aggregate Subsequent Transfer Amount, FSA’s prior written consent shall be required for the addition of any Subsequent Mortgage Loan(s) that would so cause the aggregate Stated Principal Balance of the Mortgage Loans with Lost Mortgage Notes to exceed 2% of the sum of (x) and (y) above. Such written consent of FSA shall be delivered to Depositor within one Business Day of notification by the Depositor of the addition of the Subsequent Mortgage Loans described in the preceding sentence; provided, however, that if FSA fails to notify the Depositor of its granting or withholding of such consent within such one Business Day period, FSA’s consent to the addition of such Subsequent Mortgage Loans will be deemed to have been given. The Master Servicer Trustee shall promptly be under no 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 in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the end of the Prefunding Period, the Trustee shall cause the Custodian to deliver to the Trustee, upon the execution or receipt thereofDepositor, the originals of any other documents or instruments constituting the Mortgage File that come into the possession of Seller, FSA, the Master Servicer from time and each Servicer a Final Certification with respect to timethe Subsequent Mortgage Loans in the form annexed hereto as Exhibit H with any applicable exceptions noted thereon. The obligation If, in the course of such review of the Seller Mortgage Files relating to substitute for or to purchase the Subsequent Mortgage Loans, the Custodian finds any document constituting a part of a Mortgage Loan that File which does not meet the requirements of Section 2.01 2.01, the Trustee shall constitute cause the sole remedy respecting Custodian to list such as an exception in the defect available Final Certification; provided, however that the Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the Trustee, assignee thereof under the Depositor, and mortgage to which the assignment relates. The Seller shall cure any Certificateholder against the Sellersuch defect or repurchase or substitute for any such Mortgage Loan in accordance with this Section 2.02(a).

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1E, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loanspursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, California unless otherwise permitted by the Rating Agencies. Prior to and as a condition to the Closing, the Trustee shall deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Master Servicer an Initial Certification prior to the Closing Date, or as the Depositor agrees to, on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan with any exceptions thereon. The Trustee agrees shall not be responsible to execute verify the validity, sufficiency or genuineness of any document in any Custodial File. On the Closing Date, the Trustee shall ascertain that all documents required to be reviewed by it are in its possession, and shall deliver on to the Depositor and the Master Servicer an Initial Certification, in the form annexed hereto as Exhibit E, and shall deliver to the Depositor and the Master Servicer a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, within 90 days after the Closing Date to the Depositoreffect that, the Master Servicer and the Seller an Initial Certification as to each Mortgage Loan listed in the form of Exhibit G-1. Based on its review and examination, and only as to the documents Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Initial Certification, the Trustee acknowledges that certification as an exception and not covered by such certification): (i) all documents required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no duty or obligation Loan; (iii) based on its examination and only as to inspect, review or examine said the foregoing 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 information set forth in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date items (or if that day is not a Business Day, the succeeding Business Day1), the Trustee shall deliver to the Depositor, the Master Servicer, (2) and the Seller a Delay Delivery Certification with respect to (12) of the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date Loan Schedule and items (or if that day is not a Business Day, the succeeding Business Day1), (2) and (12) of the Trustee shall deliver to the Depositor, the Master Servicer Data Tape Information respecting such Mortgage Loan is correct; and the Seller a Final Certification with respect to the (iv) each Mortgage Loans Note has been endorsed as provided in the form Section 2.01 of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certificationthis Agreement. The Trustee shall not make any determination as be responsible to whether (i) any endorsement is sufficient to transfer all interest of verify the party so endorsingvalidity, as noteholder sufficiency or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery genuineness of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made document in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage LoanCustodial File. The Trustee shall retain possession and custody of each Mortgage Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage Custodial File that as come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. (a) The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1, H-1 and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of Exhibit G-1H-1. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2I-1, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit HJ-1, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a an Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any other documents or instruments constituting the Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1E, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loanspursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. Prior to and as a condition to the Closing, the Trustee shall deliver via facsimile (with original to follow the next Business Day) to the Depositor an Initial Certification prior to the Closing Date, or as the Depositor agrees to, on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Trustee agrees shall not be responsible to execute verify the validity, sufficiency or genuineness of any document in any Custodial File. On the Closing Date, the Trustee shall ascertain that all documents required to be delivered to it are in its possession and shall deliver on to the Depositor an Initial Certification, in the form annexed hereto as Exhibit E, and shall deliver to the Depositor a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, within 90 days after the Closing Date to the Depositoreffect that, the Master Servicer and the Seller an Initial Certification as to each Mortgage Loan listed in the form of Exhibit G-1. Based on its review and examination, and only as to the documents Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Initial Certification, the Trustee acknowledges that certification as an exception and not covered by such certification): (i) all documents required to be delivered to it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no duty or obligation Loan; (iii) based on its examination and only as to inspect, review or examine said the foregoing 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 information set forth in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date items (or if that day is not a Business Day, the succeeding Business Day2), the Trustee shall deliver to the Depositor(3), the Master Servicer(10), (11),(12) and the Seller a Delay Delivery Certification with respect to (23) of the Mortgage Loans substantially Loan Schedule respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in the form Section 2.01 of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certificationthis Agreement. The Trustee shall not make any determination as be responsible to whether (i) any endorsement is sufficient to transfer all interest of verify the party so endorsingvalidity, as noteholder sufficiency or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery genuineness of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made document in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage LoanCustodial File. The Trustee shall retain possession and custody of each Mortgage Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage Custodial File that as come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. (a) The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1G and receipt of the Pre-Funding Amounts, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of Exhibit G-1. G. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Initial Mortgage Loans. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Initial Mortgage Loans substantially in the form of Exhibit G-2G-1, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a an Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit ON, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage File that as come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1E, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loanspursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, California unless otherwise permitted by the Rating Agencies. Prior to and as a condition to the Closing, the Trustee shall deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Servicers an Initial Certification prior to the Closing Date, or as the Depositor agrees to, on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan with any exceptions thereon. The Trustee agrees shall not be responsible to execute verify the validity, sufficiency or genuineness of any document in any Custodial File. On the Closing Date, the Trustee shall ascertain that all documents required to be reviewed by it are in its possession, and shall deliver on to the Depositor and the Servicers an Initial Certification, in the form annexed hereto as Exhibit E, and shall deliver to the Depositor and the Servicers a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, within 90 days (or with respect to any Substitute Mortgage Loan delivered to the Trustee, within 30 days after the receipt of the mortgage file by the Trustee) after the Closing Date to the Depositoreffect that, the Master Servicer and the Seller an Initial Certification as to each Mortgage Loan listed in the form of Exhibit G-1. Based on its review and examination, and only as to the documents Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Initial Certification, the Trustee acknowledges that certification as an exception and not covered by such certification): (i) all documents required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no duty or obligation Loan; (iii) based on its examination and only as to inspect, review or examine said the foregoing 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 information set forth in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date items (or if that day is not a Business Day, the succeeding Business Day1), the Trustee shall deliver to the Depositor, the Master Servicer, (2) and the Seller a Delay Delivery Certification with respect to (13) of the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date Loan Schedule and items (or if that day is not a Business Day, the succeeding Business Day1), (2) and (13) of the Trustee shall deliver to the Depositor, the Master Servicer Data Tape Information respecting such Mortgage Loan is correct; and the Seller a Final Certification with respect to the (iv) each Mortgage Loans Note has been endorsed as provided in the form Section 2.01 of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certificationthis Agreement. The Trustee shall not make any determination as be responsible to whether (i) any endorsement is sufficient to transfer all interest of verify the party so endorsingvalidity, as noteholder sufficiency or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery genuineness of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made document in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage LoanCustodial File. The Trustee shall retain possession and custody of each Mortgage Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer Servicers shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage Custodial File that as come into the possession of the Master such Servicer from time to time. The obligation Depositor shall use reasonable efforts to cause the Responsible Party to deliver to the applicable Servicer copies of all trailing documents required to be included in the Seller to substitute for Custodial File at the same time the original or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available certified copies thereof are delivered to the Trustee, including but not limited to such documents as the Depositor, title insurance policy and any Certificateholder against other Mortgage Loan documents upon return from the Sellerpublic recording office. The Depositor shall use reasonable efforts to cause the Responsible Party to deliver such documents at the Responsible Party's expense (pursuant to the Purchase Agreement) to the applicable Servicer and in no event shall such Servicer be responsible for any expenses relating to such delivery obligation.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges shall acknowledge, on the Closing Date, receipt by the Trustee, of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1E, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loanspursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will shall maintain possession of the related Mortgage Notes in the State of California, California unless otherwise permitted by the Rating Agencies. The In connection with the Closing Date, the Trustee shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor an Initial Certification prior to the Closing Date, or, as the Depositor agrees to execute and deliver to, on the Closing Date Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Trustee shall not be responsible to verify the Depositorvalidity, sufficiency or genuineness of any document in any Custodial File. Within 90 days after the Closing Date, the Master Servicer Trustee shall ascertain that all documents identified in the Document Certification and the Seller an Initial Certification Exception Report in the form of attached hereto as Exhibit G-1. Based on F are in its review and examinationpossession, and only shall deliver to the Depositor a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, 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 an exception and not covered by such certification): (i) all documents identified in such Initial Certification, the Trustee acknowledges that Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no duty or obligation Loan; (iii) based on its examination and only as to inspect, review or examine said the foregoing 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 information set forth in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date items (or if that day is not a Business Day, the succeeding Business Day1), the Trustee shall deliver to the Depositor(2), the Master Servicer, (7) and the Seller a Delay Delivery Certification with respect to (9) of the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date Loan Schedule and items (or if that day is not a Business Day, the succeeding Business Day1), (9) and (17) of the Trustee shall deliver to the Depositor, the Master Servicer Data Tape Information respecting such Mortgage Loan is correct; and the Seller a Final Certification with respect to the (iv) each Mortgage Loans Note has been endorsed as provided in the form Section 2.01 of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certificationthis Agreement. The Trustee shall not make any determination as be responsible to whether (i) any endorsement is sufficient to transfer all interest of verify the party so endorsingvalidity, as noteholder sufficiency or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery genuineness of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made document in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage LoanCustodial File. The Trustee shall retain possession and custody of each Mortgage Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage Custodial File that as come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges shall acknowledge, on the Closing Date, receipt by it, of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1E ("Initial Certification"), and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loanspursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will shall maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The In connection with the Closing Date, the Trustee shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor an Initial Certification prior to the Closing Date, or, as the Depositor agrees to execute and deliver on the Closing Date Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Trustee shall not be responsible to verify the Depositorvalidity, sufficiency or genuineness of any document in any Custodial File. Within 90 days after the Closing Date, the Master Servicer Trustee shall ascertain that all documents identified in the Document Certification and the Seller an Initial Certification Exception Report in the form of attached hereto as Exhibit G-1. Based on F are in its review and examinationpossession, and only shall deliver to the Depositor and the Servicer a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, 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 an exception and not covered by such certification): (i) all documents identified in such Initial Certification, the Trustee acknowledges that Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no duty or obligation Loan; (iii) based on its examination and only as to inspect, review or examine said the foregoing 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 information set forth in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date items (or if that day is not a Business Day, the succeeding Business Day1), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day2), (3), (15), (22) and (29) of the Trustee shall deliver to the Depositor, the Master Servicer Data Tape Information respecting such Mortgage Loan is correct; and the Seller a Final Certification with respect to the (iv) each Mortgage Loans Note has been endorsed as provided in the form Section 2.01 of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certificationthis Agreement. The Trustee shall not make any determination as be responsible to whether (i) any endorsement is sufficient to transfer all interest of verify the party so endorsingvalidity, as noteholder sufficiency or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery genuineness of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made document in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage LoanCustodial File. The Trustee shall retain possession and custody of each Mortgage Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage Custodial File that as come into the possession of the Master Servicer from time to time. The obligation Responsible Party shall deliver to the Servicer copies of all trailing documents required to be included in the Seller to substitute for Custodial File at the same time the original or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available certified copies thereof are delivered to the Trustee, including but not limited to such documents as the Depositor, title insurance policy and any Certificateholder against other Mortgage Loan documents upon return from the Sellerpublic recording office. The documents shall be delivered to the Responsible Party at the Responsible Party's expense to the Servicer.

Acceptance by the Trustee of the Mortgage Loans. (a) The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1G, and receipt of the amount of $15,143,459 for deposit in the Group 1 Pre-Funding Account and the amount of $12,125,763 for deposit in the Group 2 Pre-Funding Account and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Initial Mortgage Loans, that it holds and will hold all amounts in the Pre-Funding Accounts and the Capitalized Interest Accounts, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of Exhibit G-1. G. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Initial Mortgage Loans. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Initial Mortgage Loans substantially in the form of Exhibit G-2G-1, with any applicable exceptions noted thereon. By the ninetieth day Not later than 90 days after the Closing Date (or if that day is not a Business Day, the succeeding Business Day)Date, the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Initial Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Initial Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a an Initial Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Initial Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Initial Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Initial Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Initial Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit ON, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Initial Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage File that as come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Initial Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges shall acknowledge, on the Closing Date, receipt by the Trustee of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1E, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loanspursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will shall maintain possession of the related Mortgage Notes in the State of California, California unless otherwise permitted by the Rating Agencies. The In connection with the Closing Date, the Trustee agrees shall be required to execute deliver via facsimile (with original to follow the next Business Day) to the Depositor and deliver the Servicer an Initial Certification prior to the Closing Date, or, with the Depositor's consent, on the Closing Date to Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Trustee shall not be responsible for verifying the Depositorvalidity, sufficiency or genuineness of any document in any Custodial File. Within 90 days after the Closing Date, the Master Servicer Trustee shall ascertain that all documents identified in the Document Certification and the Seller an Initial Certification Exception Report in the form of attached hereto as Exhibit G-1. Based on F are in its review and examinationpossession, and only shall deliver to the Depositor and the Servicer a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, 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 an exception and not covered by such certification): (i) all documents identified in such Initial Certification, the Trustee acknowledges that Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no duty or obligation Loan; (iii) based on its examination and only as to inspect, review or examine said the foregoing 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 information set forth in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date items (or if that day is not a Business Day, the succeeding Business Day1), the Trustee shall deliver to the Depositor(2), the Master Servicer, (7) and the Seller a Delay Delivery Certification with respect to (9) of the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date Loan Schedule and items (or if that day is not a Business Day, the succeeding Business Day1), (9) and (17) of the Trustee shall deliver to the Depositor, the Master Servicer Data Tape Information respecting such Mortgage Loan is correct; and the Seller a Final Certification with respect to the (iv) each Mortgage Loans Note has been endorsed as provided in the form Section 2.01 of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certificationthis Agreement. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of be responsible for verifying the party so endorsingvalidity, as noteholder sufficiency or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery genuineness of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made document in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage LoanCustodial File. The Trustee shall retain possession and custody of each Mortgage Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage Custodial File that as come into the possession of the Master Servicer from time to time. The obligation Responsible Party shall deliver to the Servicer copies of all trailing documents required to be included in the Seller to substitute for Custodial File at the same time the original or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available certified copies thereof are delivered to the Trustee, including but not limited to such documents as the Depositor, title insurance policy and any Certificateholder against other Mortgage Loan documents upon return from the Sellerpublic recording office. The documents shall be delivered by the Responsible Party at the Responsible Party's expense to the Servicer.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1E, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loanspursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. Prior to and as a condition to the Closing, the Trustee shall deliver via facsimile (with original to follow the next Business Day) to the Depositor, Litton and New Century an Initial Certification prior to the Closing Daxx, xx as the Depositor agrees to, on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan with any exceptions thereon. The Trustee agrees shall not be responsible to execute verify the validity, sufficiency or genuineness of any document in any Custodial File. On the Closing Date, the Trustee shall ascertain that all documents required to be reviewed by it are in its possession, and shall deliver on to the Depositor, Litton and New Century an Initial Certification, in the form annexed hexxxx xs Exhibit E, and shall deliver to the Depositor, Litton and New Century a Document Certification and Exception Report, ix xxx form annexed hereto as Exhibit F, within 90 days after the Closing Date to the Depositoreffect that, the Master Servicer and the Seller an Initial Certification as to each Mortgage Loan listed in the form of Exhibit G-1. Based on its review and examination, and only as to the documents Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Initial Certification, the Trustee acknowledges that certification as an exception and not covered by such certification): (i) all documents required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no duty or obligation Loan; (iii) based on its examination and only as to inspect, review or examine said the foregoing 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 information set forth in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date items (or if that day is not a Business Day, the succeeding Business Day1), the Trustee shall deliver to the Depositor, the Master Servicer, (2) and the Seller a Delay Delivery Certification with respect to (13) of the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date Loan Schedule and items (or if that day is not a Business Day, the succeeding Business Day1), (2) and (13) of the Trustee shall deliver to the Depositor, the Master Servicer Data Tape Information respecting such Mortgage Loan is correct; and the Seller a Final Certification with respect to the (iv) each Mortgage Loans Note has been endorsed as provided in the form Section 2.01 of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certificationthis Agreement. The Trustee shall not make any determination as be responsible to whether (i) any endorsement is sufficient to transfer all interest of verify the party so endorsingvalidity, as noteholder sufficiency or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery genuineness of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made document in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage LoanCustodial File. The Trustee shall retain possession and custody of each Mortgage Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage Custodial File that as come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges shall acknowledge, on the Closing Date, receipt by the Trustee of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1E, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loanspursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will shall maintain possession of the related Mortgage Notes in the State of California, California unless otherwise permitted by the Rating Agencies. The In connection with the Closing Date, the Trustee shall deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Servicer an Initial Certification prior to the Closing Date, or, as the Depositor agrees to execute and deliver to, on the Closing Date Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Trustee shall not be responsible to verify the Depositorvalidity, sufficiency or genuineness of any document in any Custodial File. Within 90 days after the Closing Date, the Master Servicer Trustee shall ascertain that all documents identified in the Document Certification and the Seller an Initial Certification Exception Report in the form of attached hereto as Exhibit G-1. Based on F are in its review and examinationpossession, and only shall deliver to the Depositor and the Servicer a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, 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 an exception and not covered by such certification): (i) all documents identified in such Initial Certification, the Trustee acknowledges that Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no duty or obligation Loan; (iii) based on its examination and only as to inspect, review or examine said the foregoing 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 information set forth in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date items (or if that day is not a Business Day, the succeeding Business Day1), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day2), (3), (15), (22) and (30) of the Trustee shall deliver to the Depositor, the Master Servicer Data Tape Information respecting such Mortgage Loan is correct; and the Seller a Final Certification with respect to the (iv) each Mortgage Loans Note has been endorsed as provided in the form Section 2.01 of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certificationthis Agreement. The Trustee shall not make any determination as be responsible to whether (i) any endorsement is sufficient to transfer all interest of verify the party so endorsingvalidity, as noteholder sufficiency or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery genuineness of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made document in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage LoanCustodial File. The Trustee shall retain possession and custody of each Mortgage Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage Custodial File that as come into the possession of the Master Servicer from time to time. The obligation Responsible Party shall deliver to the Servicer copies of all trailing documents required to be included in the Seller to substitute for Custodial File at the same time the original or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available certified copies thereof are delivered to the Trustee, including, but not limited to, such documents as the Depositor, title insurance policy and any Certificateholder against other Mortgage Loan documents upon return from the Sellerpublic recording office. The documents shall be delivered by the Responsible Party at the Responsible Party's expense to the Servicer.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges shall acknowledge, on the Closing Date, receipt by the Trustee of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1E, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loanspursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will shall maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The In connection with the Closing Date, the Trustee shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Servicers or the Countrywide Servicer, as applicable, an Initial Certification prior to the Closing Date, or, as the Depositor agrees to execute and deliver to, on the Closing Date Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each applicable Mortgage Loan. The Trustee shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. Within 90 days after the Closing Date, the Trustee shall, for the benefit of the Holders of the Certificates, ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F are in its possession, and shall deliver to the Depositor, the Master Servicer Servicers or the Countrywide Servicer, as applicable, a Document Certification and the Seller an Initial Certification Exception Report, in the form of annexed hereto as Exhibit G-1. Based on its review and examinationF, and only to the effect that, as to each applicable 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 an exception and not covered by such certification): (i) all documents identified in such Initial Certification, the Trustee acknowledges that Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no duty or obligation Loan; (iii) based on its examination and only as to inspect, review or examine said the foregoing documents, instrumentsthe information set forth in items (1), certificates or other papers to determine that (2) and (9) of the same are genuineMortgage Loan Schedule and items (1), enforceable or appropriate for (9) and (17) of the represented purpose or that they have actually been recorded Data Tape Information respecting such Mortgage Loan accurately reflects the information set forth in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date Custodial File; and (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the iv) each Mortgage Loans substantially Note has been endorsed as provided in the form Section 2.01 of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certificationthis Agreement. The Trustee shall not make be responsible to verify the validity, sufficiency or genuineness of any determination as to whether (i) document in any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relatesCustodial File. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within Within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from after the Closing Date. In , each Servicer (for the benefit of the Holders of the Certificates, based solely on the list of MERS Designated Mortgage Loans and screen printouts from the MERS System provided to such Servicer by each applicable Originator no other case may a substitution or purchase occur more later than 540 45 days from after the Closing Date. The ) shall confirm, on behalf of the Trust, that the Trustee shall deliver written notice is shown as the Investor with respect to each Rating Agency within 270 days from the Closing Date indicating each MERS Designated Mortgage Loan (a) that has on such screen printouts. If the Trustee is not been returned by shown as the appropriate recording office or (b) as Investor with respect to which there is a dispute as to location or status of the any MERS Designated Mortgage Loan. The notice Loans on such screen printouts, such Servicer shall be delivered every 90 days thereafter until promptly notify the related Originator of such fact, and such Person shall then either cure such defect or repurchase such Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage LoanSection 2.03. The Trustee shall retain possession and custody of each Mortgage applicable Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master applicable Servicer shall promptly deliver to the Trustee, Trustee upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage Custodial File that as come into the possession of the Master applicable Servicer from time to time. The obligation of the Seller to substitute for Responsible Party shall deliver (or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, as applicable, shall use reasonable efforts to cause Meritage, Accredited and AIG to deliver) to the applicable Servicer copies of all trailing documents required to be included in the Custodial File at the same time the original or certified copies thereof are delivered to the Trustee including but not limited to such documents as the title insurance policy and any Certificateholder against other Mortgage Loan Documents upon return from the Sellerpublic recording office. Such documents shall be delivered by the Responsible Party at the Responsible Party's expense (or the Depositor, as applicable, shall use reasonable efforts to cause Meritage, Accredited and AIG to deliver such documents at Meritage's expense, Accredited's expense or AIG's expense, as applicable, pursuant to the Meritage Agreements, the Accredited Agreements or the AIG Agreements, as applicable) to such Servicer.

Acceptance by the Trustee of the Mortgage Loans. (a) The Trustee acknowledges receipt of the documents identified in the Initial Certification Certifications in the form of annexed hereto as Exhibit G-1, G and declares that it holds and will hold or will cause its agent to hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage LoansFiles, and that it holds or will hold or will cause its agent to hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it or the Custodians will maintain possession of the related Mortgage Notes in the State of CaliforniaIllinois, State of Texas and State of Minnesota, as directed by the Seller, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver as of 10:00 a.m. (New York time) on the Closing Date to the Depositor, the Master Servicer Depositor and the Seller an Servicer Initial Certification Certifications from each Custodian in the form of annexed hereto as Exhibit G-1G (or a substantially similar form). Based on its review and examination, and only as to the documents identified in each such Initial Certification, the Trustee each Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage LoansLoan. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day Not later than 90 days after the Closing Date (or if that day is not a Business Day, the succeeding Business Day)Date, the Trustee shall deliver to the Depositor, the Master Servicer, Seller and the Seller Servicer a Delay Delivery Final Certification with respect to the Mortgage Loans substantially in the form of annexed hereto as Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date H (or if that day is not a Business Day, the succeeding Business Daysubstantially similar form), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its such review, the Trustee finds is notified by a Custodian that any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall cause such Custodian to list such as an exception in the Final Certification. The ; provided, however, that the Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any or cure such defect that within 90 days from the date it is so notified of such defect and, if the Seller does not correct or cure such defect within such period, and such defect materially and adversely affects the interests of the Certificateholders within 90 days from in the date it was so notified of the defect and, if the Seller does not correct the defect within that periodrelated Mortgage Loan, the Seller shall either (ai) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant manner and subject to the conditions set forth in Section 2.03, or (bii) purchase the such Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the such defect in writing. If a writing at the Repurchase Price of such Mortgage Loan; provided, however, that if the cure, substitution or purchase repurchase of a Mortgage Loan pursuant to this provision is required because by reason of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or then the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within be given 720 days from the Closing Date. In Date to cure such defect or substitute for, or repurchase such Mortgage Loan; and further provided, that the Seller shall have no other case may a substitution liability for recording any Assignment of Mortgage in favor of the Trustee or purchase occur more than 540 days from for the Closing DateTrustee’s failure to record such Assignment of Mortgage, and the Seller shall not be obligated to repurchase or cure any Mortgage Loan as to which such Assignment of Mortgage is not recorded. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that which has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loansuch Mortgage. The Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the TrusteeTrustee or applicable Custodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above effected more than 90 days after the Closing Date shall not be effected before prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, 2.05 hereof and any substitution pursuant to (a) above shall not be effected before prior to the additional delivery to the Trustee Trustee, or the applicable Custodian on its behalf, of a Request for Release from the Servicer, substantially in the form of Exhibit N. No substitution is permitted to be made in M hereto, and the Mortgage File for any calendar month after the Determination Date for the monthsuch Qualified Substitute Mortgage Loan. The Purchase Repurchase Price for any such Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon applicable Collection Account. Upon receipt of such deposit, the deposit and Servicer shall deliver a certification with respect thereto in the form of Exhibit OM hereto to the Trustee, with copies to the Trustee applicable Custodian. The Trustee, or the applicable Custodian on its behalf, shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's such entity’s request any such instruments of transfer or assignment prepared by the Sellersuch entity, in each case without recourse, as shall be necessary to vest in the Sellersuch entity, or a designee, the Trustee's ’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions preceding paragraph the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall shall, at the Seller’s expense, either (i) cause MERS to execute and deliver an assignment 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) MERS® System in accordance with MERS' ’ rules and regulations or (ii) cause MERS to designate on the MERS(R) MERS® System the Seller as the beneficial holder of such Mortgage Loan. The Trustee With respect to any Mortgage Loan that is in default or default is reasonably foreseeable and for which the Seller reasonably believes breaches a representation, warranty or covenant under a Mortgage Loan Purchase Agreement pursuant to which the Seller purchased from the Originator or prior holder of such Mortgage Loan, the Seller shall retain possession and custody have the right to repurchase such Mortgage Loan from the Trust at any time in order to facilitate its rights against such Originator or prior holder of each such Mortgage File Loan at a price equal to the Repurchase Price; provided, however, that in no event shall such repurchase take place with respect to Mortgage Loans constituting more than 5% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans plus amounts in deposit in the Prefunding Account as of the Closing Date. Any such repurchase by the Seller pursuant to this provision shall be effected in accordance with and subject to the terms and conditions set forth hereinprovisions of Section 2.03(d). The Master In the event that the Seller exercises such option, the Repurchase Price therefore shall be deposited in the related Collection Account. Upon such deposit of the Repurchase Price, the Servicer shall promptly deliver a Request for Release in the form of Exhibit M hereto to the Trustee, upon with copies to the execution applicable Custodian. The applicable Custodian shall release the related Mortgage File held for the benefit of the Certificateholders to the Seller, and the Trustee shall execute and deliver at the Seller’s discretion such instruments of transfer or receipt thereofassignment prepared by the Seller, in each case without recourse, as shall be necessary to transfer title from the Trustee to the Seller. The Trustee agrees to cause each Custodian to and each Custodian shall execute and deliver prior to 10:00 a.m. (New York time) on each Subsequent Transfer Date to the Depositor and the Servicer a Subsequent Certification in the form annexed hereto as Exhibit G (or a substantially similar form). Based on its review and examination, and only as to the documents identified in such Subsequent Certification, each Custodian shall acknowledge that such documents appear regular on their face and relate to such Subsequent Mortgage Loan. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the end of the Prefunding Period, the originals Trustee shall cause each Custodian to deliver to the Depositor, the Seller and the Servicer a Final Certification with respect to the Subsequent Mortgage Loans in the form annexed hereto as Exhibit H (or a substantially similar form) with any applicable exceptions noted thereon. If, in the course of any other documents or instruments constituting such review of the Mortgage Files relating to the Subsequent Mortgage Loans, a Custodian finds any document constituting a part of a Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that which does not meet the requirements of Section 2.01 2.01, the Trustee shall constitute cause such Custodian to list such as an exception in the sole remedy respecting Final Certification; provided, however that the defect available Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the Trustee, assignee thereof under the Depositor, and mortgage to which the assignment relates. The Seller shall cure any Certificateholder against the Sellersuch defect or repurchase or substitute for any such Mortgage Loan in accordance with this Section 2.02(a).

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1, G and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, that it holds, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer Servicer, and the Seller an Initial Certification in the form of Exhibit G-1. G. Based on its review and examination, and only as to the documents identified in such the Initial Certification, the Trustee acknowledges that such the documents appear regular on their face and relate to such the Mortgage Loans. The Trustee shall be under no duty or obligation to inspect, review review, or examine said documents, instruments, certificates certificates, or other papers to determine that the same are genuine, enforceable enforceable, or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2G-1, with any applicable exceptions noted thereon. By the ninetieth day Not later than 90 days after the Closing Date (or if that day is not a Business Day, the succeeding Business Day)Date, the Trustee shall deliver to the Depositor, the Master Servicer Servicer, and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit ON, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage File that as come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1E, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loanspursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees As a condition to execute and deliver the closing on the Closing Date Date, the Trustee shall deliver via facsimile or .pdf (with original to follow the next Business Day) to the Depositor, the Master Servicer and the Seller applicable Servicer an Initial Certification in the form of Exhibit G-1. Based on its review and examination, and only as prior to the documents identified in such Initial CertificationClosing Date, or as the Trustee acknowledges that such documents appear regular Depositor agrees to, on their face the Closing Date, certifying receipt of a Mortgage Note and relate to such Assignment of Mortgage Loansfor each Mortgage Loan with any exceptions noted on the exception report attached thereto. The Trustee shall not be under no duty responsible to verify the validity, sufficiency 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 genuineness of any document in the real estate records or that they are other than what they purport to be on their faceany Custodial File. By the thirtieth day after On the Closing Date (or if that day is not a Business Day, the succeeding Business Day)Date, the Trustee shall deliver ascertain that all documents required to the Depositor, the Master Servicerbe reviewed by it are in its possession, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans applicable Servicer an Initial Certification, in the form of annexed hereto as Exhibit HF, with any applicable exceptions noted thereon. Ifand shall deliver to the Depositor, the Master Servicer and such Servicer a Document Certification and Exception Report, in the course of its reviewform annexed hereto as Exhibit G, within 90 days after the Trustee finds Closing Date to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the Final Certificationforegoing documents, the information set forth in items (1), (2) and (13) of the Mortgage Loan Schedule and items (1), (2) and (13) of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. The Trustee shall not make any determination as be responsible to whether (i) any endorsement is sufficient to transfer all interest of verify the party so endorsingvalidity, as noteholder sufficiency or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery genuineness of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made document in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage LoanCustodial File. The Trustee shall retain possession and custody of each Mortgage applicable Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master applicable Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage Custodial File that as come into the possession of the Master such Servicer from time to time. The obligation Responsible Party shall to deliver to the Servicer copies of all trailing documents required to be included in the Seller to substitute for Custodial File at the same time the original or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available certified copies thereof are delivered to the Trustee, including but not limited to such documents as the Depositor, title insurance policy and any Certificateholder against other Mortgage Loan Documents upon return from the Sellerpublic recording office. The Responsible Party shall deliver such documents, at the Responsible Party's expense, to the Servicer and in no event shall the Servicer be responsible for any expenses relating to such delivery obligation.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges and the Custodian shall acknowledge, on the Closing Date, receipt by the Trustee or the Custodian, as applicable, of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1E, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loanspursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will and the Custodian shall maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The In connection with the Closing Date, the Trustee agrees and the Custodian shall be required to execute deliver via facsimile (with original to follow the next Business Day) to the Depositor and deliver the Servicers an Initial Certification prior to the Closing Date, or, with the Depositor's consent, on the Closing Date to Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. Neither the DepositorTrustee nor the Custodian shall be responsible for verifying the validity, sufficiency or genuineness of any document in any Custodial File. Within 90 days after the Closing Date, the Master Servicer Trustee and the Seller an Initial Custodian shall, for the benefit of the Holders of the Certificates, ascertain that all documents identified in the Document Certification and Exception Report in the form of attached hereto as Exhibit G-1. Based on F are in its review and examinationpossession, and only shall deliver to the Depositor and the Servicers and to the Trustee, if delivered by the Custodian, a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, 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 an exception and not covered by such certification): (i) all documents identified in such Initial Certification, the Trustee acknowledges that Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage LoansLoan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2), (7) and (9) of the Mortgage Loan Schedule and items (1), (9) and (17) of the Data Tape Information respecting such Mortgage Loan accurately reflects the information set forth in the Custodial File; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. The Neither the Trustee nor the Custodian shall be under no duty responsible for verifying the validity, sufficiency 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 genuineness of any document in the real estate records or that they are other than what they purport to be on their faceany Custodial File. By the thirtieth day Within 90 days after the Closing Date (or if that day is not a Business DayDate, the succeeding Business DayTrustee shall, for the benefit of the Holders of the Certificates, based solely on the list of MERS Designated Loans and screen printouts from the MERS System provided to the Trustee by the Responsible Party (such to be provided to the Trustee no later than 45 days from the Closing Date), the Trustee shall deliver to confirm, on behalf of the DepositorTrust, that the Master Servicer, and Trustee is shown as the Seller a Delay Delivery Certification Investor with respect to each MERS Designated Mortgage Loan on such screen printouts. If the Trustee is not shown as the Investor with respect to any MERS Designated Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day)on such screen printouts, the Trustee shall deliver to promptly notify the Depositor, the Master Servicer Responsible Party of such fact and the Seller a Final Certification Responsible Party shall then either cure such defect or repurchase such Mortgage Loan in accordance with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification2.03. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee Custodian shall retain possession and custody of each Mortgage Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master applicable Servicer shall promptly deliver to the TrusteeTrustee or to the Custodian, as applicable, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage Custodial File that as come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for Each Responsible Party shall deliver (or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, as applicable, shall use reasonable efforts to cause Acoustic, Meritage and Wilmington Finance to deliver) to the applicable Servicer copies of all trailing documents required to be included in the Custodial File at the same time the original or certified copies thereof are delivered to the Trustee or the Custodian, as applicable, including but not limited to such documents as the title insurance policy and any Certificateholder against other Mortgage Loan documents upon return from the Sellerpublic recording office. Such documents shall be delivered by the Responsible Party at the Responsible Party's expense (or the Depositor, as applicable, shall use reasonable efforts to cause Acoustic, Meritage and Wilmington Finance to deliver such documents at Acoustic's, Meritage's or Wilmington Finance's expense, as applicable, pursuant to the Acoustic Agreements, the Meritage Agreements or the Wilmington Finance Agreements, as applicable) to such Servicer.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of Exhibit G-1. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2G-3, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit HH-1, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a an Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each related Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any other documents or instruments constituting the Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1E, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loanspursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. Prior to and as a condition to the Closing, the Trustee shall deliver via facsimile (with original to follow the next Business Day) to the Depositor an Initial Certification prior to the Closing Date, or as the Depositor agrees to, on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Trustee agrees shall not be responsible to execute verify the validity, sufficiency or genuineness of any document in any Custodial File. On the Closing Date, the Trustee shall ascertain that all documents required to be delivered to it are in its possession and shall deliver on to the Depositor an Initial Certification, in the form annexed hereto as Exhibit E, and shall deliver to the Depositor a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, within 90 days after the Closing Date to the Depositoreffect that, the Master Servicer and the Seller an Initial Certification as to each Mortgage Loan listed in the form of Exhibit G-1. Based on its review and examination, and only as to the documents Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Initial Certification, the Trustee acknowledges that certification as an exception and not covered by such certification): (i) all documents required to be delivered to it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no duty or obligation Loan; (iii) based on its examination and only as to inspect, review or examine said the foregoing documents, instrumentsthe information set forth in items 2, certificates or other papers to determine that the same are genuine8, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer35, and the Seller a Delay Delivery Certification with respect to 36 of the Mortgage Loans substantially Loan Schedule respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in the form Section 2.01 of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certificationthis Agreement. The Trustee shall not make any determination as be responsible to whether (i) any endorsement is sufficient to transfer all interest of verify the party so endorsingvalidity, as noteholder sufficiency or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery genuineness of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made document in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage LoanCustodial File. The Trustee shall retain possession and custody of each Mortgage Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage Custodial File that as come into the possession of the Master Servicer from time to time. The Trustee shall enforce the obligation of the Seller Responsible Party to substitute for cure or repurchase Mortgage Loans that do not conform to purchase any Mortgage Loan that does not meet the requirements of Section Sections 2.01 and 2.02 hereof as determined in the Trustee's review as required herein by notifying the Servicer to correct or cure such default. The Trustee shall constitute also enforce the sole remedy respecting obligation of the Responsible Party under the Sale Agreement and the Servicing Agreement and of the Purchaser under the GSMC Assignment Agreement to cure or repurchase Mortgage Loans for which there is a defect or a breach of a representation or warranty thereunder of which a Responsible Officer of the Trustee has actual knowledge, by notifying the applicable party to correct or cure such default. If the Servicer, the Responsible Party or the Purchaser, as the case may be, fails or is unable to correct or cure the defect or breach within the period set forth in the applicable agreement, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable party to correct or cure, the Trustee shall notify such party to repurchase the Mortgage Loan. If, within ten (10) Business Days of receipt of such notice by such party, such party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the TrusteeTrustee against the Servicer, the DepositorResponsible Party and the Purchaser, and any Certificateholder against as applicable, under this Trust Agreement, if the SellerTrustee has received written notice from the Depositor directing the Trustee to pursue such remedies.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of Exhibit G-1. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel Counsel, if required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit ON, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any other documents or instruments constituting the Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. (a) The Trustee acknowledges receipt of the documents identified in the Initial Certification Certifications in the form of annexed hereto as Exhibit G-1, G and declares that it holds and will hold or will cause its agent to hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage LoansFiles, and that it holds or will hold or will cause its agent to hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it or the Custodians will maintain possession of the related Mortgage Notes in the State of CaliforniaIllinois, State of Texas and State of Minnesota, as directed by the Seller, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver as of 10:00 a.m. (New York time) on the Closing Date to the Depositor, the Master Servicer Depositor and the Seller an Servicers Initial Certification Certifications from each Custodian in the form of annexed hereto as Exhibit G-1G (or a substantially similar form). Based on its review and examination, and only as to the documents identified in each such Initial Certification, the Trustee each Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage LoansLoan. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day Not later than 90 days after the Closing Date (or if that day is not a Business Day, the succeeding Business Day)Date, the Trustee shall deliver to the Depositor, the Master Servicer, Seller and the Seller Servicers a Delay Delivery Final Certification with respect to the Mortgage Loans substantially in the form of annexed hereto as Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date H (or if that day is not a Business Day, the succeeding Business Daysubstantially similar form), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its such review, the Trustee finds is notified by a Custodian that any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall cause such Custodian to list such as an exception in the Final Certification. The ; provided, however, that the Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any or cure such defect that within 90 days from the date it is so notified of such defect and, if the Seller does not correct or cure such defect within such period, and such defect materially and adversely affects the interests of the Certificateholders within 90 days from in the date it was so notified of the defect and, if the Seller does not correct the defect within that periodrelated Mortgage Loan, the Seller shall either (ai) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant manner and subject to the conditions set forth in Section 2.03, or (bii) purchase the such Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the such defect in writing. If a writing at the Repurchase Price of such Mortgage Loan; provided, however, that if the cure, substitution or purchase repurchase of a Mortgage Loan pursuant to this provision is required because by reason of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or then the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within be given 720 days from the Closing Date. In Date to cure such defect or substitute for, or repurchase such Mortgage Loan; and further provided, that the Seller shall have no other case may a substitution liability for recording any Assignment of Mortgage in favor of the Trustee or purchase occur more than 540 days from for the Closing DateTrustee’s failure to record such Assignment of Mortgage, and the Seller shall not be obligated to repurchase or cure any Mortgage Loan as to which such Assignment of Mortgage is not recorded. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that which has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loansuch Mortgage. The Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the TrusteeTrustee or applicable Custodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above effected more than 90 days after the Closing Date shall not be effected before prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, 2.05 hereof and any substitution pursuant to (a) above shall not be effected before prior to the additional delivery to the Trustee Trustee, or the applicable Custodian on its behalf, of a Request for Release from the related Servicer, substantially in the form of Exhibit N. No substitution is permitted to be made in M hereto, and the Mortgage File for any calendar month after the Determination Date for the monthsuch Qualified Substitute Mortgage Loan. The Purchase Repurchase Price for any such Mortgage Loan shall be deposited by the Seller in the Certificate applicable Collection Account by on or prior to the Distribution Account Deposit Date for Business Day immediately preceding the Distribution Date in the month following the month of repurchase and, upon repurchase. Upon receipt of such deposit, the deposit and applicable Servicer shall deliver a certification with respect thereto in the form of Exhibit OM hereto to the Trustee, with copies to the Trustee applicable Custodian. The Trustee, or the applicable Custodian on its behalf, shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's such entity’s request any such instruments of transfer or assignment prepared by the Sellersuch entity, in each case without recourse, as shall be necessary to vest in the Sellersuch entity, or a designee, the Trustee's ’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions preceding paragraph the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master related Servicer shall shall, at the Seller’s expense, either (i) cause MERS to execute and deliver an assignment 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) MERS® System in accordance with MERS' ’ rules and regulations or (ii) cause MERS to designate on the MERS(R) MERS® System the Seller as the beneficial holder of such Mortgage Loan. The Trustee With respect to any Mortgage Loan the Seller reasonably believes breaches a representation, warranty or covenant under a Mortgage Loan Purchase Agreement pursuant to which the Seller purchased from the Originator or prior holder of such Mortgage Loan, the Seller shall retain possession and custody have the right to repurchase such Mortgage Loan from the Trust at any time in order to facilitate its rights against such Originator or prior holder of each such Mortgage File Loan at a price equal to the Repurchase Price; provided, however, that in no event shall such repurchase take place with respect to Mortgage Loans constituting more than 5% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans plus amounts in deposit in the Prefunding Account as of the Closing Date. Any such repurchase by the Seller pursuant to this provision shall be effected in accordance with and subject to the terms and conditions set forth hereinprovisions of Section 2.03(d). The Master In the event that the Seller exercises such option, the Repurchase Price therefore shall be deposited in the related Collection Account. Upon such deposit of the Repurchase Price, the related Servicer shall promptly deliver a Request for Release in the form of Exhibit M hereto to the Trustee, upon with copies to the execution applicable Custodian. The applicable Custodian shall release the related Mortgage File held for the benefit of the Certificateholders to the Seller, and the Trustee shall execute and deliver at the Seller’s discretion such instruments of transfer or receipt thereofassignment prepared by the Seller, in each case without recourse, as shall be necessary to transfer title from the Trustee to the Seller. The Trustee agrees to cause each Custodian to and each Custodian shall execute and deliver prior to 10:00 a.m. (New York time) on each Subsequent Transfer Date to the Depositor and each Servicer a Subsequent Certification in the form annexed hereto as Exhibit G (or a substantially similar form). Based on its review and examination, and only as to the documents identified in such Subsequent Certification, each Custodian shall acknowledge that such documents appear regular on their face and relate to such Subsequent Mortgage Loan. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the end of the Prefunding Period, the originals Trustee shall cause each Custodian to deliver to the Depositor, the Seller and each Servicer a Final Certification with respect to the Subsequent Mortgage Loans in the form annexed hereto as Exhibit H (or a substantially similar form) with any applicable exceptions noted thereon. If, in the course of any other documents or instruments constituting such review of the Mortgage Files relating to the Subsequent Mortgage Loans, a Custodian finds any document constituting a part of a Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that which does not meet the requirements of Section 2.01 2.01, the Trustee shall constitute cause such Custodian to list such as an exception in the sole remedy respecting Final Certification; provided, however that the defect available Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the Trustee, assignee thereof under the Depositor, and mortgage to which the assignment relates. The Seller shall cure any Certificateholder against the Sellersuch defect or repurchase or substitute for any such Mortgage Loan in accordance with this Section 2.02(a).

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges Custodian and the Trustee, as applicable, acknowledge receipt of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1E, and the Trustee declares that it the Custodian, on the Trustee's behalf, holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loansthem pursuant to Section 2.01, and that it the Trustee holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges Custodian and the Trustee, as applicable, acknowledge that it they will maintain possession of the related Mortgage Notes in the State States of Texas and California, respectively, unless otherwise permitted by the Rating Agencies. The Prior to and as a condition to the Closing, the Custodian and the Trustee shall each deliver via facsimile (with original to follow the next Business Day) to the Depositor and each Servicer an Initial Certification prior to the Closing Date, or as the Depositor agrees to, on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan with any exceptions thereon. Neither the Custodian nor the Trustee shall be responsible to execute verify the validity, sufficiency or genuineness of any document in any Custodial File. On the Closing Date, the Custodian and the Trustee shall ascertain that all documents required to be reviewed by them are in their possession, and shall deliver on to the Depositor and the applicable Servicer an Initial Certification, in the form annexed hereto as Exhibit E, and shall deliver to the Depositor and the applicable Servicer Document Certification and Exception Report, in the form annexed hereto as Exhibit F, within 90 days after the Closing Date to the Depositoreffect that, the Master Servicer and the Seller an Initial Certification as to each Mortgage Loan listed in the form of Exhibit G-1. Based on its review and examination, and only as to the documents Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Initial Certification, the Trustee acknowledges that certification as an exception and not covered by such certification): (i) all documents required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage LoansLoan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2) and (13) of the Mortgage Loan Schedule and items (1), (2) and (13) of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. The Neither the Custodian nor the Trustee shall be under no duty responsible to verify the validity, sufficiency 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 genuineness of any document in the real estate records or that they are other than what they purport to be on their faceany Custodial File. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, The Custodian and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsingTrustee, as noteholder or assignee thereofapplicable, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master Each Servicer shall promptly deliver to the Custodian or the Trustee, as applicable, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage Custodial File that as come into the possession of the Master such Servicer from time to time. The obligation Depositor shall use reasonable efforts to cause the Purchaser to deliver to the applicable Servicer copies of all trailing documents required to be included in the Seller Custodial File at the same time the original or certified copies thereof are delivered to substitute for the Custodian or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, as applicable, including but not limited to such documents as the Depositor, title insurance policy and any Certificateholder against other Mortgage Loan documents upon return from the Sellerpublic recording office. The Depositor shall use reasonable efforts to cause the Purchaser to deliver, at the Purchaser's expense, to the related Servicer and in no event shall the related Servicer be responsible for such expense.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges shall acknowledge, on the Closing Date, receipt by the Trustee of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1E, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loanspursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will shall maintain possession of the related Mortgage Notes in the State of California, California unless otherwise permitted by the Rating Agencies. The Furthermore, the Trustee agrees solely in its capacity as trustee hereunder, and on behalf of the Trust, hereby assumes the obligations of the Depositor under the Representations and Warranties Agreement from and after the Closing Date and solely insofar as they relate to execute the Mortgage Loans. As provided above, in connection with the Closing Date, the Trustee shall be required to deliver via facsimile or electronically in .pdf format (with original to follow the next Business Day) to the Depositor and deliver the Servicers an Initial Certification on the Closing Date Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each applicable Mortgage Loan. The Trustee shall not be responsible to verify the Depositorvalidity, sufficiency, genuineness, perfection or priority of any document in any Custodial File. Within 90 days after the Closing Date, the Master Servicer Trustee shall, for the benefit of the Holders of the Certificates, ascertain that all documents identified in the Document Certification and the Seller an Initial Certification Exception Report in the form of attached hereto as Exhibit G-1. Based on F, are in its review and examinationpossession, and only shall deliver to the Depositor and the Servicers, a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, to the effect that, as to each applicable 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 an exception and not covered by such certification): (i) all documents identified in such Initial Certification, the Trustee acknowledges that Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no duty or obligation Loan; (iii) based on its examination and only as to inspect, review or examine said the foregoing documents, instrumentsthe information set forth in items (1), certificates or other papers to determine that (2), (7) and (9) of the same are genuineMortgage Loan Schedule and items (1), enforceable or appropriate for (9) and (17) of the represented purpose or that they have actually been recorded Data Tape Information respecting such Mortgage Loan accurately reflects the information set forth in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date Custodial File; and (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the iv) each Mortgage Loans substantially Note has been endorsed as provided in the form Section 2.01 of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certificationthis Agreement. The Trustee shall not make be responsible to verify the validity, sufficiency or genuineness of any determination as to whether (i) document in any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relatesCustodial File. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within Within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from after the Closing Date. In no other case may a substitution or purchase occur more than 540 days from , the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from applicable Servicer (for the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status benefit of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee Holders of the Opinion Certificates, based solely on the list of Counsel required by Section 2.05, MERS Designated Mortgage Loans and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage screen printouts from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS(R) System provided to such Servicer by the Original Loan Seller or the Depositor no later than 45 days after the Closing Date) shall confirm, on behalf of the Trust, that the Trustee is shown as the Investor with respect to each MERS Designated Mortgage Loan on such screen printouts. If the Trustee is not shown as the Investor with respect to any MERS Designated Mortgage Loans on such screen printouts, the applicable Servicer shall promptly notify the Depositor of such fact, and the Depositor shall then either cure such defect or repurchase such Mortgage Loan in accordance with MERS' rules and regulations or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage LoanSection 2.03. The Trustee shall retain possession and custody of each Mortgage the Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master applicable Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage Custodial File that as come into the possession of the Master such Servicer from time to time. The obligation Depositor shall use reasonable efforts to cause the Sponsor to deliver to the applicable Servicer copies of all trailing documents required to be included in the Seller to substitute for Custodial File at the same time the original or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available certified copies thereof are delivered to the Trustee, including but not limited to such documents as the Depositor, title insurance policy and any Certificateholder against other Mortgage Loan Documents upon return from the Sellerpublic recording office. The Depositor shall use reasonable efforts to cause the Sponsor to deliver such documents, at the Sponsor's expense, to the applicable Servicer and in no event shall such Servicer be responsible for any expenses relating to such delivery obligation.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges and the Custodians shall acknowledge, on the Closing Date, receipt by the Trustee or the applicable Custodian, as applicable, of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1E, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loanspursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will and the Custodians shall maintain possession of the related Mortgage Notes in the State of California, Utah or Minnesota, unless otherwise permitted by the Rating Agencies. The In connection with the Closing Date, the Trustee and the Custodians shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Servicers an Initial Certification prior to the Closing Date, or, as the Depositor agrees to execute and deliver to, on the Closing Date Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each applicable Mortgage Loan. Neither the Trustee nor the Custodians, shall be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. Within 90 days after the Closing Date, the Trustee and the Custodians shall, for the benefit of the Holders of the Certificates, ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F are in its possession, and shall deliver to the Depositor; the Servicers and to the Trustee, the Master Servicer if delivered by a Custodian, a Document Certification and the Seller an Initial Certification Exception Report, in the form of annexed hereto as Exhibit G-1. Based on its review and examinationF, and only to the effect that, as to each applicable 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 an exception and not covered by such certification): (i) all documents identified in such Initial Certification, the Trustee acknowledges that Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage LoansLoan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2) and (7) of the Mortgage Loan Schedule and items (1), (9) and (17) of the Data Tape Information respecting such Mortgage Loan accurately reflects the information set forth in the Custodial File; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. The Neither the Trustee nor the Custodians shall be under no duty responsible to verify the validity, sufficiency 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 genuineness of any document in the real estate records or that they are other than what they purport to be on their faceany Custodial File. By the thirtieth day Within 90 days after the Closing Date (or if that day is not a Business DayDate, the succeeding Business Day)applicable Servicer (for the benefit of the Holders of the Certificates, based solely on the Trustee shall deliver list of MERS Designated Mortgage Loans and screen printouts from the MERS System provided to the Depositorsuch Servicer by each applicable Responsible Party or, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Depositor Mortgage Loans substantially in Loans, the form of Exhibit G-2Depositor, with any applicable exceptions noted thereon. By the ninetieth day no later than 45 days after the Closing Date (or if Date) shall confirm, on behalf of the Trust, that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to is shown as the Depositor, the Master Servicer and the Seller a Final Certification Investor with respect to each MERS Designated Mortgage Loan on such screen printouts. If the Trustee is not shown as the Investor with respect to any MERS Designated Mortgage Loans in on such screen printouts, the form of Exhibit H, with any applicable exceptions noted thereon. IfServicer shall promptly notify the related Responsible Party or, in the course of its review, the Trustee finds any document constituting a part case of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Depositor Mortgage Loan, the Master Servicer Depositor of such fact, and such Person shall then either (i) 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 cure such defect or repurchase such Mortgage to be removed from registration on the MERS(R) System Loan in accordance with MERS' rules and regulations or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage LoanSection 2.03. The Trustee and the Custodians shall retain possession and custody of each Mortgage applicable Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master applicable Servicer shall promptly deliver to the TrusteeTrustee or to the applicable Custodian, as applicable, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage Custodial File that as come into the possession of the Master Servicer from time to time. The obligation Each Responsible Party and the Depositor shall deliver to the applicable Servicer copies of all trailing documents required to be included in the Seller Custodial File at the same time the original or certified copies thereof are delivered to substitute for the Trustee or the applicable Custodian, as applicable, including but not limited to purchase such documents as the title insurance policy and any other Mortgage Loan that does not meet Documents upon return from the requirements of Section 2.01 public recording office. Such documents shall constitute be delivered by the sole remedy respecting applicable Responsible Party at the defect available Responsible Party's expense to the Trustee, the Depositor, and any Certificateholder against the Sellersuch Servicer.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of Exhibit G-1. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2G-3, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit HH-1, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit ON, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any other documents or instruments constituting the Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1E, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loanspursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. Prior to and as a condition to the Closing, the Trustee shall deliver via facsimile (with original to follow the next Business Day) to the Depositor an Initial Certification prior to the Closing Date, or as the Depositor agrees to, on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Trustee agrees shall not be responsible to execute verify the validity, sufficiency or genuineness of any document in any Custodial File. On the Closing Date, the Trustee shall ascertain that all documents required to be reviewed by it are in its possession, and shall deliver on to the Depositor an Initial Certification, in the form annexed hereto as Exhibit E, and shall deliver to the Depositor a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, within 90 days after the Closing Date to the Depositoreffect that, the Master Servicer and the Seller an Initial Certification as to each Mortgage Loan listed in the form of Exhibit G-1. Based on its review and examination, and only as to the documents Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Initial Certification, the Trustee acknowledges that certification as an exception and not covered by such certification): (i) all documents required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no duty or obligation Loan; (iii) based on its examination and only as to inspect, review or examine said the foregoing 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 information set forth in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date items (or if that day is not a Business Day, the succeeding Business Day1), the Trustee shall deliver to the Depositor, the Master Servicer, (2) and the Seller a Delay Delivery Certification with respect to (13) of the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date Loan Schedule and items (or if that day is not a Business Day, the succeeding Business Day1), (2) and (13) of the Trustee shall deliver to the Depositor, the Master Servicer Data Tape Information respecting such Mortgage Loan is correct; and the Seller a Final Certification with respect to the (iv) each Mortgage Loans Note has been endorsed as provided in the form Section 2.01 of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certificationthis Agreement. The Trustee shall not make any determination as be responsible to whether (i) any endorsement is sufficient to transfer all interest of verify the party so endorsingvalidity, as noteholder sufficiency or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery genuineness of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made document in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage LoanCustodial File. The Trustee shall retain possession and custody of each Mortgage Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage Custodial File that as come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1E, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loanspursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in any of the State States of CaliforniaMinnesota, California or Utah, unless otherwise permitted by the Rating Agencies. Prior to and as a condition to the Closing, the Trustee shall deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Servicer an Initial Certification prior to the Closing Date, or as the Depositor agrees to, on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan with any exceptions thereon. The Trustee agrees shall not be responsible to execute verify the validity, sufficiency or genuineness of any document in any Custodial File. On the Closing Date, the Trustee shall ascertain that all documents required to be reviewed by it are in its possession, and shall deliver on to the Depositor and the Servicer an Initial Certification, in the form annexed hereto as Exhibit E, and shall deliver to the Depositor and the Servicer a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, within 90 days after the Closing Date to the Depositoreffect that, the Master Servicer and the Seller an Initial Certification as to each Mortgage Loan listed in the form of Exhibit G-1. Based on its review and examination, and only as to the documents Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Initial Certification, the Trustee acknowledges that certification as an exception and not covered by such certification): (i) all documents required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no duty or obligation Loan; (iii) based on its examination and only as to inspect, review or examine said the foregoing 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 information set forth in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date items (or if that day is not a Business Day, the succeeding Business Day1), the Trustee shall deliver to the Depositor, the Master Servicer, (2) and the Seller a Delay Delivery Certification with respect to (13) of the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date Loan Schedule and items (or if that day is not a Business Day, the succeeding Business Day1), (2) and (13) of the Trustee shall deliver to the Depositor, the Master Servicer Data Tape Information respecting such Mortgage Loan is correct; and the Seller a Final Certification with respect to the (iv) each Mortgage Loans Note has been endorsed as provided in the form Section 2.01 of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certificationthis Agreement. The Trustee shall not make any determination as be responsible to whether (i) any endorsement is sufficient to transfer all interest of verify the party so endorsingvalidity, as noteholder sufficiency or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery genuineness of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made document in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage LoanCustodial File. The Trustee shall retain possession and custody of each Mortgage Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage Custodial File that as come into the possession of the Master Servicer from time to time. The obligation Responsible Party shall deliver to the Servicer copies of all trailing documents required to be included in the Seller to substitute for Custodial File at the same time the original or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available certified copies thereof are delivered to the Trustee, including but not limited to such documents as the Depositor, title insurance policy and any Certificateholder against other Mortgage Loan documents upon return from the Sellerpublic recording office. The documents shall be delivered by the Responsible Party at the Responsible Party's expense to the Servicer and in no event shall the Servicer be responsible for such expense.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges shall acknowledge, on each Delivery Date, receipt of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1F, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loanspursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future CertificateholdersCertificateholders and the Certificate Insurer. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating AgenciesAgencies and the Certificate Insurer. The In connection with each Delivery, the Trustee agrees shall deliver via facsimile (with original to execute and deliver on follow the Closing Date next Business Day) to the Depositor, the Master Unaffiliated Seller, the Servicer and the Seller Certificate Insurer an Initial Certification on or prior to the related Delivery Date, certifying receipt of the related Mortgage Notes and Assignments of Mortgage for each related Mortgage Loan. The Trustee shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. Within 120 days after the related Delivery Date, the Trustee shall ascertain that all documents required to be reviewed by it are in its possession, and shall deliver to the Depositor, the Unaffiliated Seller, the Servicer and the Certificate Insurer a Final Certification to the effect that, as to each Mortgage Loan listed in the form of Exhibit G-1. Based on its review and examination, and only as to the documents Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Initial Certification, the Trustee acknowledges that certification as an exception and not covered by such certification): (i) all documents required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no duty or obligation Loan; (iii) based on its examination and only as to inspect, review or examine said the foregoing 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 information set forth in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date items (or if that day is not a Business Day, the succeeding Business Day1), (2) and (18) of the Trustee shall deliver to Mortgage Loan Schedule and items (1), (9) and (17) of the Depositor, the Master Servicer, Data Tape Information respecting such Mortgage Loan is correct; (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement; and the Seller a Delay Delivery Certification (v) with respect to the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Dayeach MERS Designated Loan, the succeeding Business Day)Trustee, on behalf of the Trustee shall deliver to Trust Fund, is the Depositor, beneficial owner of such MERS Designated Loan on the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final CertificationMERS System. The Trustee shall not make be responsible to verify the validity, sufficiency or genuineness of any determination as to whether (i) document in any endorsement is sufficient to transfer all interest Custodial File. Upon receipt of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect andsuch Final Certification, if the Seller does not correct the defect within that periodDepositor, the Unaffiliated Seller shall either (a) substitute for or the related Mortgage Loan Certificate Insurer determines that any noncompliance identified by the Trustee is a Substitute breach of a representation or warranty relating to such Mortgage Loan, which substitution such party shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver give written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loanthereof. The Trustee shall retain possession and custody of each Mortgage Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage Custodial File that as come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges shall acknowledge, on the Closing Date, receipt by the Trustee of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1E, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loanspursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will shall maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The In connection with the Closing Date, the Trustee shall be required to deliver via facsimile or electronically in .pdf format (with original to follow the next Business Day) to the Depositor and the Servicers or the Countrywide Servicer, as applicable, an Initial Certification prior to the Closing Date, or, as the Depositor agrees to execute and deliver to, on the Closing Date Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each applicable Mortgage Loan. The Trustee shall not be responsible to verify the Depositorvalidity, sufficiency or genuineness of any document in any Custodial File. Within 90 days after the Closing Date, the Master Servicer Trustee shall, for the benefit of the Holders of the Certificates, ascertain that all documents identified in the Document Certification and the Seller an Initial Certification Exception Report in the form of attached hereto as Exhibit G-1. Based on F are in its review and examinationpossession, and only shall deliver to the Depositor and the Servicers or the Countrywide Servicer, as applicable, a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, to the effect that, as to each applicable 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 an exception and not covered by such certification): (i) all documents identified in such Initial Certification, the Trustee acknowledges that Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no duty or obligation Loan; (iii) based on its examination and only as to inspect, review or examine said the foregoing documents, instrumentsthe information set forth in items (1), certificates or other papers to determine that (2) and (9) of the same are genuineMortgage Loan Schedule and items (1), enforceable or appropriate for (9) and (17) of the represented purpose or that they have actually been recorded Data Tape Information respecting such Mortgage Loan accurately reflects the information set forth in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date Custodial File; and (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the iv) each Mortgage Loans substantially Note has been endorsed as provided in the form Section 2.01 of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certificationthis Agreement. The Trustee shall not make be responsible to verify the validity, sufficiency or genuineness of any determination as to whether (i) document in any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relatesCustodial File. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within Within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from after the Closing Date. In no other case may a substitution or purchase occur more than 540 days from , each Servicer (for the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status benefit of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee Holders of the Opinion Certificates, based solely on the list of Counsel required by Section 2.05, MERS Designated Mortgage Loans and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage screen printouts from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS(R) System provided to such Servicer by each applicable Originator no later than 45 days after the Closing Date) shall confirm, on behalf of the Trust, that the Trustee is shown as the Investor with respect to each MERS Designated Mortgage Loan on such screen printouts. If the Trustee is not shown as the Investor with respect to any MERS Designated Mortgage Loans on such screen printouts, such Servicer shall promptly notify the related Originator of such fact, and such Person shall then either cure such defect or repurchase such Mortgage Loan in accordance with MERS' rules and regulations or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage LoanSection 2.03. The Trustee shall retain possession and custody of each Mortgage applicable Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master applicable Servicer shall promptly deliver to the Trustee, Trustee upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage Custodial File that as come into the possession of the Master applicable Servicer from time to time. The obligation of Each Responsible Party, with respect to its Mortgage Loans, shall deliver (or the Seller Depositor, with respect to substitute any other Mortgage Loan for which MSMC is the Sponsor, or IXIS with respect to purchase any Mortgage Loan that does not meet for which IXIS is the requirements of Section 2.01 Sponsor, shall constitute use reasonable efforts to cause the sole remedy respecting the defect available other applicable Originator to deliver) to the Trustee, applicable Servicer copies of all trailing documents required to be included in the Custodial File at the same time the original or certified copies thereof are delivered to the Trustee including but not limited to such documents as the title insurance policy and any other Mortgage Loan Documents upon return from the public recording office. Such documents shall be delivered by the applicable Responsible Party at the Responsible Party's expense (or the Depositor, and with respect to any Certificateholder against other Mortgage Loan for which MSMC is the SellerSponsor, or IXIS with respect to any Mortgage Loan for which IXIS is the Sponsor, shall use reasonable efforts to cause the other applicable Originator to deliver such documents at their applicable expense pursuant to the applicable Assignment Agreement) to such Servicer.

Acceptance by the Trustee of the Mortgage Loans. (a) The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form annexed hereto as Exhibit G, and receipt of Exhibit G-1, the amount of $1,546,097.73 for deposit in the Group 1 Pre-Funding Account and the amount of $7,681,981.29 for deposit in the Group 2 Pre-Funding Account and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Initial Mortgage Loans, that it holds and will hold all amounts in the Pre-Funding Accounts and the Capitalized Interest Accounts, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of annexed hereto as Exhibit G-1. G. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Initial Mortgage Loans. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By On or before the thirtieth (30th) day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that such thirtieth day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Delay Delivery Certification with respect to the Initial Mortgage Loans substantially in the form of annexed hereto as Exhibit G-1, with any applicable exceptions noted thereon. Not later than 90 days after the Closing Date, the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification in the form annexed hereto as Exhibit H, with any applicable exceptions noted thereon. If, in the course of its such review, the Trustee finds any document constituting a part of a Mortgage File that which does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The ; provided, however, that the Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any or cure such defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the such defect and, if the Seller does not correct the or cure such defect within that such period, the Seller shall either (a) substitute for the related Initial Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant manner and subject to the conditions set forth in Section 2.03, or (b) purchase the such Initial Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the such defect in writing. If a writing at the Purchase Price of such Initial Mortgage Loan; provided, however, that in no event shall such substitution or purchase occur more than 540 days from the Closing Date, except that if the substitution or purchase of a an Initial Mortgage Loan pursuant to this provision is required because by reason of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the such substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Initial Mortgage Loan (a) that which has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the such Initial Mortgage Loan. The Such notice shall be delivered every 90 days thereafter until the related Initial Mortgage Loan is returned to the Trustee. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, if any, and any substitution pursuant to (a) above shall not be effected before prior to the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the such month. The Purchase Price for any such Initial Mortgage Loan shall be deposited by the Seller in the Certificate Account by on or prior to the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the such deposit and certification with respect thereto in the form of Exhibit ON hereto, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any such instruments of transfer or assignment prepared by the Seller, in each case without recourse, as shall be necessary to vest in the Seller, or a designee, the Trustee's interest in any Initial Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage File that as come into the possession of the Master Servicer from time to time. The It is understood and agreed that the obligation of the Seller to substitute for or to purchase any Initial Mortgage Loan that which does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the such defect available to the Trustee, the Depositor, Depositor and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. (a) The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1G, and receipt of the amount of $28,224,763 for deposit in the Pre-Funding Account and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Initial Mortgage Loans, that it holds and will hold all amounts in the Pre-Funding Account and the Capitalized Interest Account, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of Exhibit G-1. G. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Initial Mortgage Loans. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Initial Mortgage Loans substantially in the form of Exhibit G-2G-1, with any applicable exceptions noted thereon. By the ninetieth day Not later than 90 days after the Closing Date (or if that day is not a Business Day, the succeeding Business Day)Date, the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Initial Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Initial Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a an Initial Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Initial Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Initial Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Initial Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Initial Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit ON, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Initial Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage File that as come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Initial Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1E, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loanspursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, California unless otherwise permitted by the Rating Agencies. Prior to and as a condition to the Closing, the Trustee shall deliver via facsimile (with original to follow the next Business Day) to the Depositor and each Servicer an Initial Certification prior to the Closing Date, or as the Depositor agrees to, on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan with any exceptions thereon. The Trustee agrees shall not be responsible to execute verify the validity, sufficiency or genuineness of any document in any Custodial File. On the Closing Date, the Trustee shall ascertain that all documents required to be reviewed by it are in its possession, and shall deliver on to the Depositor and each Servicer an Initial Certification, in the form annexed hereto as Exhibit E, and shall deliver to the Depositor and each Servicer Document Certification and Exception Report, in the form annexed hereto as Exhibit F, within 90 days after the Closing Date to the Depositoreffect that, the Master Servicer and the Seller an Initial Certification as to each Mortgage Loan listed in the form of Exhibit G-1. Based on its review and examination, and only as to the documents Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Initial Certification, the Trustee acknowledges that certification as an exception and not covered by such certification): (i) all documents required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no duty or obligation Loan; (iii) based on its examination and only as to inspect, review or examine said the foregoing 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 information set forth in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date items (or if that day is not a Business Day, the succeeding Business Day1), the Trustee shall deliver to the Depositor, the Master Servicer, (2) and the Seller a Delay Delivery Certification with respect to (13) of the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date Loan Schedule and items (or if that day is not a Business Day, the succeeding Business Day1), (2) and (13) of the Trustee shall deliver to the Depositor, the Master Servicer Data Tape Information respecting such Mortgage Loan is correct; and the Seller a Final Certification with respect to the (iv) each Mortgage Loans Note has been endorsed as provided in the form Section 2.01 of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certificationthis Agreement. The Trustee shall not make any determination as be responsible to whether (i) any endorsement is sufficient to transfer all interest of verify the party so endorsingvalidity, as noteholder sufficiency or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery genuineness of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made document in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage LoanCustodial File. The Trustee shall retain possession and custody of each Mortgage Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master Each Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage Custodial File that as come into the possession of the Master such Servicer from time to time. The obligation Depositor shall use reasonable efforts to cause the Purchaser, with respect to the Acoustic Mortgage Loans and the First NLC Mortgage Loans, or Fremont, with respect to the Fremont Mortgage Loans, to deliver to the applicable Servicer copies of all trailing documents required to be included in the Seller to substitute for Custodial File at the same time the original or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available certified copies thereof are delivered to the Trustee, including but not limited to such documents as the Depositor, title insurance policy and any Certificateholder against other Mortgage Loan documents upon return from the Sellerpublic recording office. The Depositor shall use reasonable efforts to cause the Purchaser, with respect to the Acoustic Mortgage Loans and the First NLC Mortgage Loans, or Fremont, with respect to the Fremont Mortgage Loans, to deliver, at the Purchaser's or Fremont's, as applicable, expense, to the related Servicer and in no event shall the related Servicer be responsible for such expense.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future CertificateholdersCertificateholders and the Class A-6 Insurer. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Class A-6 Insurer, the Master Servicer and the Seller an Initial Certification in the form of Exhibit G-1. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Class A-6 Insurer, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Class A-6 Insurer, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders or the Class A-6 Insurer within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency and the Class A-6 Insurer within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any other documents or instruments constituting the Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee or the Trust Administrator on its behalf acknowledges receipt of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1E, and declares that it it, or the Trust Administrator on its behalf, holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loanspursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Each of the Trustee and the Trust Administrator, as applicable, on its behalf acknowledges that it will maintain possession of the related Mortgage Notes in any of the State States of CaliforniaMinnesota, California or Utah, unless otherwise permitted by the Rating Agencies. The Prior to and as a condition to the Closing, the Trustee agrees shall deliver, or cause the Trust Administrator to execute and deliver on deliver, via facsimile (with original to follow the Closing Date next Business Day) to the Depositor, the Master Servicer and the Seller Servicer an Initial Certification in the form of Exhibit G-1. Based on its review and examination, and only as prior to the documents identified Closing Date, or as the Depositor agrees, on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan with any exceptions thereon. The Trustee or the Trust Administrator, as applicable, shall not be responsible to verify the validity, sufficiency or genuineness of any document in such Initial Certificationany Custodial File. On the Closing Date, the Trustee acknowledges or the Trust Administrator, as applicable, shall ascertain that such all documents appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport required to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicerreviewed by it are in its possession, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans Servicer an Initial Certification, in the form of annexed hereto as Exhibit HE, with any applicable exceptions noted thereon. Ifand shall deliver to the Depositor and the Servicer a Document Certification and Exception Report, in the course of its reviewform annexed hereto as Exhibit F, within 90 days after the Trustee finds Closing Date to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents required to be received by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the Final Certificationforegoing documents, the information set forth in items (i), (ii) and (xiii) of the Mortgage Loan Schedule and items (1), (2), (3) and (14) of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. The Trustee or Trust Administrator, as applicable, shall not make any determination as be responsible to whether (i) any endorsement is sufficient to transfer all interest of verify the party so endorsingvalidity, as noteholder sufficiency or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery genuineness of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Datedocument in any Custodial File. The Trustee shall deliver written notice to each Rating Agency within 270 days from or the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) Trust Administrator, as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05applicable, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the TrusteeTrustee or the Trust Administrator, as applicable, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage Custodial File that as come into the possession of the Master Servicer from time to time. The obligation Originator shall deliver to the Servicer copies of all trailing documents required to be included in the Seller Custodial File at the same time the original or certified copies thereof are delivered to substitute for the Trustee or the Trust Administrator, as applicable, including but not limited to purchase such documents as the title insurance policy and any other Mortgage Loan that does not meet documents upon return from the requirements of Section 2.01 public recording office. The documents shall constitute be delivered by the sole remedy respecting Originator at the defect available Originator’s expense to the Trustee, Servicer and in no event shall the Depositor, and any Certificateholder against the SellerServicer be responsible for such expense.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1, G and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, that it holds, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date (or Subsequent Transfer Date, with respect to a Subsequent Mortgage Loan) to the Depositor, the Master Servicer Servicer, and the Seller an Initial Certification in the form of Exhibit G-1. G. Based on its review and examination, and only as to the documents identified in such the Initial Certification, the Trustee acknowledges that such the documents appear regular on their face and relate to such the Mortgage Loans. The Trustee shall be under no duty or obligation to inspect, review review, or examine said documents, instruments, certificates certificates, or other papers to determine that the same are genuine, enforceable enforceable, or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delayed Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2G-1, with any applicable exceptions noted thereon. By the ninetieth day Not later than 90 days after the Closing Date (or if that day is not a Business Day, the succeeding Business Day)Date, the Trustee shall deliver to the Depositor, the Master Servicer Servicer, and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any such defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, with respect to any Mortgage Loan for which such defect is materially adverse to the Certificateholders, if the Seller does not correct the such defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit ON, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.or

Acceptance by the Trustee of the Mortgage Loans. (a) The Trustee acknowledges receipt of the documents identified in the Initial Certification Certifications in the form of annexed hereto as Exhibit G-1, G and declares that it holds and will hold or will cause its agent to hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage LoansFiles, and that it holds or will hold or will cause its agent to hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it or the Custodians will maintain possession of the related Mortgage Notes in the State of CaliforniaIllinois, State of Texas and State of Minnesota, as directed by the Seller, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver as of 10:00 a.m. (New York time) on the Closing Date to the Depositor, the Master Servicer Depositor and the Seller an Servicers Initial Certification Certifications from each Custodian in the form of annexed hereto as Exhibit G-1G (or a substantially similar form). Based on its review and examination, and only as to the documents identified in each such Initial Certification, the Trustee each Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage LoansLoan. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day Not later than 90 days after the Closing Date (or if that day is not a Business Day, the succeeding Business Day)Date, the Trustee shall deliver to the Depositor, the Master Servicer, Seller and the Seller Servicers a Delay Delivery Final Certification with respect to the Mortgage Loans substantially in the form of annexed hereto as Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date H (or if that day is not a Business Day, the succeeding Business Daysubstantially similar form), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its such review, the Trustee finds is notified by a Custodian that any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall cause such Custodian to list such as an exception in the Final Certification. The ; provided, however, that the Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any or cure such defect that within 90 days from the date it is so notified of such defect and, if the Seller does not correct or cure such defect within such period, and such defect materially and adversely affects the interests of the Certificateholders within 90 days from in the date it was so notified of the defect and, if the Seller does not correct the defect within that periodrelated Mortgage Loan, the Seller shall either (ai) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant manner and subject to the conditions set forth in Section 2.03, or (bii) purchase the such Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the such defect in writing. If a writing at the Repurchase Price of such Mortgage Loan; provided, however, that if the cure, substitution or purchase repurchase of a Mortgage Loan pursuant to this provision is required because by reason of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or then the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within be given 720 days from the Closing Date. In Date to cure such defect or substitute for, or repurchase such Mortgage Loan; and further provided, that the Seller shall have no other case may a substitution liability for recording any Assignment of Mortgage in favor of the Trustee or purchase occur more than 540 days from for the Closing DateTrustee’s failure to record such Assignment of Mortgage, and the Seller shall not be obligated to repurchase or cure any Mortgage Loan as to which such Assignment of Mortgage is not recorded. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that which has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loansuch Mortgage. The Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the TrusteeTrustee or applicable Custodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above effected more than 90 days after the Closing Date shall not be effected before prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, 2.05 hereof and any substitution pursuant to (a) above shall not be effected before prior to the additional delivery to the Trustee Trustee, or the applicable Custodian on its behalf, of a Request for Release from the related Servicer, substantially in the form of Exhibit N. No substitution is permitted to be made in M hereto, and the Mortgage File for any calendar month after the Determination Date for the monthsuch Qualified Substitute Mortgage Loan. The Purchase Repurchase Price for any such Mortgage Loan shall be deposited by the Seller in the Certificate applicable Collection Account by on or prior to the Distribution Account Deposit Date for Business Day immediately preceding the Distribution Date in the month following the month of repurchase and, upon repurchase. Upon receipt of such deposit, the deposit and applicable Servicer shall deliver a certification with respect thereto in the form of Exhibit OM hereto to the Trustee, with copies to the Trustee applicable Custodian. The Trustee, or the applicable Custodian on its behalf, shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's such entity’s request any such instruments of transfer or assignment prepared by the Sellersuch entity, in each case without recourse, as shall be necessary to vest in the Sellersuch entity, or a designee, the Trustee's ’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions preceding paragraph the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master related Servicer shall shall, at the Seller’s expense, either (i) cause MERS to execute and deliver an assignment 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) MERS® System in accordance with MERS' ’ rules and regulations or (ii) cause MERS to designate on the MERS(R) MERS® System the Seller as the beneficial holder of such Mortgage Loan. The Trustee With respect to any Mortgage Loan that is in default or default is reasonably foreseeable and for which the Seller reasonably believes breaches a representation, warranty or covenant under a Mortgage Loan Purchase Agreement pursuant to which the Seller purchased from the Originator or prior holder of such Mortgage Loan, the Seller shall retain possession and custody have the right to repurchase such Mortgage Loan from the Trust at any time in order to facilitate its rights against such Originator or prior holder of each such Mortgage File Loan at a price equal to the Repurchase Price; provided, however, that in no event shall such repurchase take place with respect to Mortgage Loans constituting more than 5% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans plus amounts in deposit in the Prefunding Account as of the Closing Date. Any such repurchase by the Seller pursuant to this provision shall be effected in accordance with and subject to the terms and conditions set forth hereinprovisions of Section 2.03(d). The Master In the event that the Seller exercises such option, the Repurchase Price therefore shall be deposited in the related Collection Account. Upon such deposit of the Repurchase Price, the related Servicer shall promptly deliver a Request for Release in the form of Exhibit M hereto to the Trustee, upon with copies to the execution applicable Custodian. The applicable Custodian shall release the related Mortgage File held for the benefit of the Certificateholders to the Seller, and the Trustee shall execute and deliver at the Seller’s discretion such instruments of transfer or receipt thereofassignment prepared by the Seller, in each case without recourse, as shall be necessary to transfer title from the Trustee to the Seller. The Trustee agrees to cause each Custodian to and each Custodian shall execute and deliver prior to 10:00 a.m. (New York time) on each Subsequent Transfer Date to the Depositor and each Servicer a Subsequent Certification in the form annexed hereto as Exhibit G (or a substantially similar form). Based on its review and examination, and only as to the documents identified in such Subsequent Certification, each Custodian shall acknowledge that such documents appear regular on their face and relate to such Subsequent Mortgage Loan. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the end of the Prefunding Period, the originals Trustee shall cause each Custodian to deliver to the Depositor, the Seller and each Servicer a Final Certification with respect to the Subsequent Mortgage Loans in the form annexed hereto as Exhibit H (or a substantially similar form) with any applicable exceptions noted thereon. If, in the course of any other documents or instruments constituting such review of the Mortgage Files relating to the Subsequent Mortgage Loans, a Custodian finds any document constituting a part of a Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that which does not meet the requirements of Section 2.01 2.01, the Trustee shall constitute cause such Custodian to list such as an exception in the sole remedy respecting Final Certification; provided, however that the defect available Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the Trustee, assignee thereof under the Depositor, and mortgage to which the assignment relates. The Seller shall cure any Certificateholder against the Sellersuch defect or repurchase or substitute for any such Mortgage Loan in accordance with this Section 2.02(a).

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges shall acknowledge, on the Closing Date, receipt by the Trustee, of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1E, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loanspursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will shall maintain possession of the related Mortgage Notes in the State of California, California unless otherwise permitted by the Rating Agencies. The In connection with the Closing Date, the Trustee shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Servicer an Initial Certification prior to the Closing Date, or, as the Depositor agrees to execute and deliver to, on the Closing Date Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Trustee shall not be responsible to verify the Depositorvalidity, sufficiency or genuineness of any document in any Custodial File. Within 90 days after the Closing Date, the Master Servicer Trustee shall ascertain that all documents identified in the Document Certification and the Seller an Initial Certification Exception Report in the form of attached hereto as Exhibit G-1. Based on F are in its review and examinationpossession, and only shall deliver to the Depositor and the Servicer a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, 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 an exception and not covered by such certification): (i) all documents identified in such Initial Certification, the Trustee acknowledges that Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no duty or obligation Loan; (iii) based on its examination and only as to inspect, review or examine said the foregoing 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 information set forth in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date items (or if that day is not a Business Day, the succeeding Business Day1), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day2), (3), (15), (22) and (30) of the Trustee shall deliver to the Depositor, the Master Servicer Data Tape Information respecting such Mortgage Loan is correct; and the Seller a Final Certification with respect to the (iv) each Mortgage Loans Note has been endorsed as provided in the form Section 2.01 of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certificationthis Agreement. The Trustee shall not make any determination as be responsible to whether (i) any endorsement is sufficient to transfer all interest of verify the party so endorsingvalidity, as noteholder sufficiency or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery genuineness of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made document in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage LoanCustodial File. The Trustee shall retain possession and custody of each Mortgage Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage Custodial File that as come into the possession of the Master Servicer from time to time. The obligation Responsible Party shall deliver to the Servicer copies of all trailing documents required to be included in the Seller to substitute for Custodial File at the same time the original or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available certified copies thereof are delivered to the Trustee, including but not limited to such documents as the Depositor, title insurance policy and any Certificateholder against other Mortgage Loan documents upon return from the Sellerpublic recording office. The documents shall be delivered by the Responsible Party at the Responsible Party's expense to the Servicer.

Acceptance by the Trustee of the Mortgage Loans. (a) The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1G-1 and receipt of the Pre-Funding Amounts, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of Exhibit G-1. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Initial Mortgage Loans. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Initial Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any other documents or instruments constituting the Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges shall acknowledge, on the Closing Date, receipt by the Trustee of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1E, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loanspursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will shall maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The In connection with the Closing Date, the Trustee shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Servicers an Initial Certification prior to the Closing Date, or, as the Depositor agrees to execute and deliver to, on the Closing Date Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Trustee shall not be responsible to verify the Depositorvalidity, sufficiency or genuineness of any document in any Custodial File. Within 90 days after the Closing Date, the Master Servicer Trustee shall, for the benefit of the Holders of the Certificates, ascertain that all documents identified in the Document Certification and the Seller an Initial Certification Exception Report in the form of attached hereto as Exhibit G-1. Based on F are in its review and examinationpossession, and only shall deliver to the Depositor and the Servicers a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, 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 an exception and not covered by such certification): (i) all documents identified in such Initial Certification, the Trustee acknowledges that Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage LoansLoan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2), (7) and (9) of the Mortgage Loan Schedule and items (1), (9) and (17) of the Data Tape Information respecting such Mortgage Loan accurately reflects the information set forth in the Custodial File; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. The Trustee shall not be under no duty responsible to verify the validity, sufficiency 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 genuineness of any document in the real estate records or that they are other than what they purport to be on their faceany Custodial File. By the thirtieth day Within 90 days after the Closing Date (or if that day is not a Business DayDate, the succeeding Business DayTrustee shall, for the benefit of the Holders of the Certificates, based solely on the list of MERS Designated Loans and screen printouts from the MERS System provided to the Trustee by each Responsible Party (such to be provided to the Trustee no later than 45 days from the Closing Date), the Trustee shall deliver to confirm, on behalf of the DepositorTrust, that the Master Servicer, and Trustee is shown as the Seller a Delay Delivery Certification Investor with respect to each MERS Designated Mortgage Loan on such screen printouts. If the Trustee is not shown as the Investor with respect to any MERS Designated Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day)on such screen printouts, the Trustee shall deliver to promptly notify the Depositor, the Master Servicer related Responsible Party of such fact and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee related Responsible Party shall list then either cure such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder defect or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related repurchase such Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage LoanSection 2.03. The Trustee shall retain possession and custody of each Mortgage Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master applicable Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage Custodial File that as come into the possession of the Master Servicer from time to time. The obligation Each Responsible Party shall deliver (or the Depositor, as applicable, shall use reasonable efforts to cause Meritage and Wilmington Finance to deliver) to the applicable Servicer copies of all trailing documents required to be included in the Seller to substitute for Custodial File at the same time the original or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available certified copies thereof are delivered to the Trustee, including but not limited to such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. Such documents shall be delivered by the applicable Responsible Party at the Responsible Party's expense (or the Depositor, as applicable, shall use reasonable efforts to cause Meritage and any Certificateholder against Wilmington Finance to deliver such documents at Meritage's expense or Wilmington Finance's expense, as applicable, pursuant to the SellerMeritage Agreements or the Wilmington Finance Agreements, as applicable) to such Servicer.

Acceptance by the Trustee of the Mortgage Loans. (a) The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1, G and declares that it holds and will hold or will cause its agent to hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage LoansFiles, and that it holds or will hold or will cause its agent to hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it or the Custodian will maintain possession of the related Mortgage Notes in the State of CaliforniaIllinois, as directed by the Seller, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver as of 10:00 a.m. (New York time) on the Closing Date to the Depositor, the Master Servicer FSA and the Seller Servicer an Initial Certification from the Custodian in the form of annexed hereto as Exhibit G-1. G. Based on its review and examination, and only as to the documents identified in each such Initial Certification, the Trustee Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage LoansLoan. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day Not later than 90 days after the Closing Date (or if that day is not a Business Day, the succeeding Business Day)Date, the Trustee shall deliver to the Depositor, the Master ServicerSeller, FSA and the Seller Servicer a Delay Delivery Final Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of annexed hereto as Exhibit H, with any applicable exceptions noted thereon. If, in the course of its such review, the Trustee finds is notified by the Custodian that any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall cause the Custodian to list such as an exception in the Final Certification. The ; provided, however, that the Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any or cure such defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was is so notified of the such defect and, if the Seller does not correct the or cure such defect within that such period, the Seller shall either (ai) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant manner and subject to the conditions set forth in Section 2.03, or (bii) purchase the such Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the such defect in writing. If a writing at the Repurchase Price of such Mortgage Loan; provided, however, that if the cure, substitution or purchase repurchase of a Mortgage Loan pursuant to this provision is required because by reason of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or then the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within be given 720 days from the Closing Date. In Date to cure such defect or substitute for, or repurchase such Mortgage Loan; and further provided, that the Seller shall have no other case may a substitution liability for recording any Assignment of Mortgage in favor of the Trustee or purchase occur more than 540 days from for the Closing DateTrustee’s failure to record such Assignment of Mortgage, and the Seller shall not be obligated to repurchase or cure any Mortgage Loan as to which such Assignment of Mortgage is not recorded. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that which has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loansuch Mortgage. The Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the TrusteeTrustee or Custodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above effected more than 90 days after the Closing Date shall not be effected before prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, 2.05 hereof and any substitution pursuant to (a) above shall not be effected before prior to the additional delivery to the Trustee Trustee, or the Custodian on its behalf, of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in M and the Mortgage File for any calendar month after the Determination Date for the monthsuch Qualified Substitute Mortgage Loan. The Purchase Repurchase Price for any such Mortgage Loan shall be deposited by the Seller in the Certificate applicable Collection Account by on or prior to the Distribution Account Deposit Date for Business Day immediately preceding the Distribution Date in the month following the month of repurchase and, upon receipt of the such deposit and certification with respect thereto in the form of Exhibit OM hereto, the Trustee Trustee, or the Custodian on its behalf, shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's such entity’s request any such instruments of transfer or assignment prepared by the Sellersuch entity, in each case without recourse, as shall be necessary to vest in the Sellersuch entity, or a designee, the Trustee's ’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions preceding paragraph the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall shall, at the Seller’s expense, either (i) cause MERS to execute and deliver an assignment 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) MERS® System in accordance with MERS' ’ rules and regulations or (ii) cause MERS to designate on the MERS(R) MERS® System the Seller as the beneficial holder of such Mortgage Loan. The Trustee agrees to cause the Custodian to and the Custodian shall retain possession execute and custody of deliver prior to 10:00 a.m. (New York time) on each Mortgage File in accordance with and subject Subsequent Transfer Date to the terms Depositor, FSA and conditions set forth hereinthe Servicer a Subsequent Certification in the form annexed hereto as Exhibit G. Based on its review and examination, and only as to the documents identified in such Subsequent Certification, the Custodian shall acknowledge that such documents appear regular on their face and relate to such Subsequent Mortgage Loan. If the addition of such Subsequent Mortgage Loans would cause the aggregate Stated Principal Balance of the Mortgage Loans with Lost Mortgage Notes to exceed 2% of the sum of (x) the Aggregate Loan Balance and (y) the Aggregate Subsequent Transfer Amount, FSA’s prior written consent shall be required for the addition of any Subsequent Mortgage Loan(s) that would so cause the aggregate Stated Principal Balance of the Mortgage Loans with Lost Mortgage Notes to exceed 2% of the sum of (x) and (y) above. Such written consent of FSA shall be delivered to Depositor within one Business Day of notification by the Depositor of the addition of the Subsequent Mortgage Loans described in the preceding sentence; provided, however, that if FSA fails to notify the Depositor of its granting or withholding of such consent within such one Business Day period, FSA’s consent to the addition of such Subsequent Mortgage Loans will be deemed to have been given. The Master Servicer Trustee shall promptly be under no 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 in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the end of the Prefunding Period, the Trustee shall cause the Custodian to deliver to the Trustee, upon the execution or receipt thereofDepositor, the originals Seller, FSA and the Servicer a Final Certification with respect to the Subsequent Mortgage Loans in the form annexed hereto as Exhibit H with any applicable exceptions noted thereon. If, in the course of any other documents or instruments constituting such review of the Mortgage Files relating to the Subsequent Mortgage Loans, the Custodian finds any document constituting a part of a Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that which does not meet the requirements of Section 2.01 2.01, the Trustee shall constitute cause the sole remedy respecting Custodian to list such as an exception in the defect available Final Certification; provided, however that the Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the Trustee, assignee thereof under the Depositor, and mortgage to which the assignment relates. The Seller shall cure any Certificateholder against the Sellersuch defect or repurchase or substitute for any such Mortgage Loan in accordance with this Section 2.02(a).

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1, G and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of Exhibit G-1. G. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2G-1, with any applicable exceptions noted thereon. By the ninetieth day Not later than 90 days after the Closing Date (or if that day is not a Business Day, the succeeding Business Day)Date, the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a an Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit ON, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage File that as come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1E, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loanspursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Prior to and as a condition to the Closing, the Trustee shall deliver via facsimile (with original to follow the next Business Day) to the Depositor an Initial Certification prior to the Closing Date, or as the Depositor agrees to execute and deliver to, on the Closing Date Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Trustee shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. Within 90 days after the Closing Date, the Trustee shall ascertain that all documents required to be delivered to it are in its possession, and shall deliver to the DepositorDepositor a Final Certification to the effect that, the Master Servicer and the Seller an Initial Certification as to each Mortgage Loan listed in the form of Exhibit G-1. Based on its review and examination, and only as to the documents Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Initial Certification, the Trustee acknowledges that certification as an exception and not covered by such certification): (i) all documents required to be delivered to it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no duty or obligation Loan; (iii) based on its examination and only as to inspect, review or examine said the foregoing 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 information set forth in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date items (or if that day is not a Business Day, the succeeding Business Day1), the Trustee shall deliver to the Depositor(2), the Master Servicer, (7) and the Seller a Delay Delivery Certification with respect to (9) of the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date Loan Schedule and items (or if that day is not a Business Day, the succeeding Business Day2), (13) and (24) of the Trustee shall deliver to the Depositor, the Master Servicer Originator Data Tape Information respecting such Mortgage Loan is correct; and the Seller a Final Certification with respect to the (iv) each Mortgage Loans Note has been endorsed as provided in the form Section 2.01 of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certificationthis Agreement. The Trustee shall not make any determination as be responsible to whether (i) any endorsement is sufficient to transfer all interest of verify the party so endorsingvalidity, as noteholder sufficiency or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery genuineness of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made document in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage LoanCustodial File. The Trustee shall retain possession and custody of each Mortgage Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage Custodial File that as come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of Exhibit G-1. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit ON, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's ’s request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's ’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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) MERS® System in accordance with MERS' ’ rules and regulations or (ii) cause MERS to designate on the MERS(R) MERS® System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any other documents or instruments constituting the Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1E, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loanspursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in any of the State States of CaliforniaMinnesota, California or Utah, unless otherwise permitted by the Rating Agencies. Prior to and as a condition to the Closing, the Trustee shall deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Servicer an Initial Certification prior to the Closing Date, or as the Depositor agrees to, on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan with any exceptions thereon. The Trustee agrees shall not be responsible to execute verify the validity, sufficiency or genuineness of any document in any Custodial File. On the Closing Date, the Trustee shall ascertain that all documents required to be reviewed by it are in its possession, and shall deliver on to the Depositor and the Servicer an Initial Certification, in the form annexed hereto as Exhibit E, and shall deliver to the Depositor and the Servicer a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, within 90 days after the Closing Date to the Depositoreffect that, the Master Servicer and the Seller an Initial Certification as to each Mortgage Loan listed in the form of Exhibit G-1. Based on its review and examination, and only as to the documents Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Initial Certification, the Trustee acknowledges that certification as an exception and not covered by such certification): (i) all documents required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no duty or obligation Loan; (iii) based on its examination and only as to inspect, review or examine said the foregoing 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 information set forth in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date items (or if that day is not a Business Day, the succeeding Business Day1), the Trustee shall deliver to the Depositor(2), the Master Servicer(3), (10), (13), (16), (19), (23), (25), (28) and the Seller a Delay Delivery Certification with respect to (29) of the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date Loan Schedule and items (or if that day is not a Business Day, the succeeding Business Day1), (2), (3), (10), (13), (16), (19), (23), (25), (28) and (29) of the Trustee shall deliver to the Depositor, the Master Servicer Data Tape Information respecting such Mortgage Loan is correct; and the Seller a Final Certification with respect to the (iv) each Mortgage Loans Note has been endorsed as provided in the form Section 2.01 of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certificationthis Agreement. The Trustee shall not make any determination as be responsible to whether (i) any endorsement is sufficient to transfer all interest of verify the party so endorsingvalidity, as noteholder sufficiency or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery genuineness of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made document in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage LoanCustodial File. The Trustee shall retain possession and custody of each Mortgage Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage Custodial File that as come into the possession of the Master Servicer from time to time. The obligation Depositor shall use reasonable efforts to cause the Responsible Party to deliver to the Servicer copies of all trailing documents required to be included in the Seller to substitute for Custodial File at the same time the original or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available certified copies thereof are delivered to the Trustee, including but not limited to such documents as the Depositor, title insurance policy and any Certificateholder against other Mortgage Loan documents upon return from the Sellerpublic recording office. The Depositor shall use reasonable efforts to cause the Responsible Party to deliver the documents at the Responsible Party's expense pursuant to the Purchase Agreements to the Servicer and in no event shall the Servicer be responsible for such expense.

Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1E, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loanspursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Prior to and as a condition to the Closing, the Trustee shall deliver via facsimile (with original to follow the next Business Day) to the Depositor an Initial Certification prior to the Closing Date, or as the Depositor agrees to execute and deliver to, on the Closing Date Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Trustee shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. Within 90 days after the Closing Date, the Trustee shall ascertain that all documents required to be delivered to it are in its possession, and shall deliver to the DepositorDepositor a Final Certification to the effect that, the Master Servicer and the Seller an Initial Certification as to each Mortgage Loan listed in the form of Exhibit G-1. Based on its review and examination, and only as to the documents Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Initial Certification, the Trustee acknowledges that certification as an exception and not covered by such certification): (i) all documents required to be delivered to it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no duty or obligation Loan; (iii) based on its examination and only as to inspect, review or examine said the foregoing 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 information set forth in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date items (or if that day is not a Business Day, the succeeding Business Day1), the Trustee shall deliver to the Depositor(2), the Master Servicer, (7) and the Seller a Delay Delivery Certification with respect to (9) of the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date Loan Schedule and items (or if that day is not a Business Day, the succeeding Business Day2), (13) and (24) of the Trustee shall deliver to the Depositor, the Master Servicer Data Tape Information respecting such Mortgage Loan is correct; and the Seller a Final Certification with respect to the (iv) each Mortgage Loans Note has been endorsed as provided in the form Section 2.01 of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certificationthis Agreement. The Trustee shall not make any determination as be responsible to whether (i) any endorsement is sufficient to transfer all interest of verify the party so endorsingvalidity, as noteholder sufficiency or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery genuineness of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made document in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) 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 or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage LoanCustodial File. The Trustee shall retain possession and custody of each Mortgage Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any such other documents or instruments constituting the Mortgage Custodial File that as come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

Acceptance by the Trustee of the Mortgage Loans. (a) The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of annexed hereto as Exhibit G-1, G and declares that it holds and will hold or will cause its agent to hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage LoansFiles, and that it holds or will hold or will cause its agent to hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it or the applicable Custodian will maintain possession of the related Mortgage Notes in the State of Texas, State of California, State of Illinois or State of Minnesota, as directed by the Seller, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver as of 10:00am (New York time) on the Closing Date to the Depositor, the Master Servicer FSA and the Seller Servicers an Initial Certification from each Custodian in the form of annexed hereto as Exhibit G-1. G. Based on its review and examination, and only as to the documents identified in each such Initial Certification, the Trustee each Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage LoansLoan. The Trustee shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day Not later than 90 days after the Closing Date (or if that day is not a Business Day, the succeeding Business Day)Date, the Trustee shall deliver to the Depositor, the Master ServicerSeller, FSA and the Seller Servicers a Delay Delivery Final Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of annexed hereto as Exhibit H, with any applicable exceptions noted thereon. If, in the course of its such review, the Trustee finds is notified by a Custodian that any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall cause the applicable Custodian to list such as an exception in the Final Certification. The ; provided, however, that the Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any or cure such defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was is so notified of the such defect and, if the Seller does not correct the or cure such defect within that such period, the Seller shall either (ai) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant manner and subject to the conditions set forth in Section 2.03, or (bii) purchase the such Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the such defect in writing. If a writing at the Repurchase Price of such Mortgage Loan; provided, however, that if the cure, substitution or purchase repurchase of a Mortgage Loan pursuant to this provision is required because by reason of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or then the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within be given 720 days from the Closing Date. In Date to cure such defect or substitute for, or repurchase such Mortgage Loan; and further provided, that the Seller shall have no other case may a substitution liability for recording any Assignment of Mortgage in favor of the Trustee or purchase occur more than 540 days from for the Closing DateTrustee's failure to record such Assignment of Mortgage, and the Seller shall not be obligated to repurchase or cure any Mortgage Loan as to which such Assignment of Mortgage is not recorded. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that which has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loansuch Mortgage. The Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the TrusteeTrustee or applicable Custodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above effected more than 90 days after the Closing Date shall not be effected before prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, 2.05 hereof and any substitution pursuant to (a) above shall not be effected before prior to the additional delivery to the Trustee Trustee, or the applicable Custodian on its behalf, of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in M and the Mortgage File for any calendar month after the Determination Date for the monthsuch Qualified Substitute Mortgage Loan. The Purchase Repurchase Price for any such Mortgage Loan shall be deposited by the Seller in the Certificate applicable Collection Account by on or prior to the Distribution Account Deposit Date for Business Day immediately preceding the Distribution Date in the month following the month of repurchase and, upon receipt of the such deposit and certification with respect thereto in the form of Exhibit OM hereto, the Trustee Trustee, or the applicable Custodian on its behalf, shall release the related Mortgage File to the Seller and shall execute and deliver at the Sellersuch entity's request any such instruments of transfer or assignment prepared by the Sellersuch entity, in each case without recourse, as shall be necessary to vest in the Sellersuch entity, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant The Trustee agrees to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) cause MERS each Custodian to execute and deliver an assignment of the Mortgage in recordable form prior to transfer the Mortgage from MERS 10:00am (New York time) on each Subsequent Transfer Date to the Seller Depositor, FSA and the Servicers a Subsequent Certification in the form annexed hereto as Exhibit G. Based on its review and examination, and only as to the documents identified in such Subsequent Certification, each Custodian shall cause acknowledge that such Mortgage documents appear regular on their face and relate to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Subsequent Mortgage Loan. The Trustee shall retain possession and custody be under no 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 in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the end of the Prefunding Period, the Trustee shall cause each Mortgage File in accordance with and subject Custodian to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereofDepositor, the originals Seller, FSA and the Servicers a Final Certification with respect to the Subsequent Mortgage Loans in the form annexed hereto as Exhibit H with any applicable exceptions noted thereon. If, in the course of any other documents or instruments constituting such review of the Mortgage Files relating to the Subsequent Mortgage Loans, a Custodian finds any document constituting a part of a Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that which does not meet the requirements of Section 2.01 2.01, the Trustee shall constitute cause such Custodian to list such as an exception in the sole remedy respecting Final Certification; provided, however that the defect available Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the Trustee, assignee thereof under the Depositor, and mortgage to which the assignment relates. The Seller shall cure any Certificateholder against the Sellersuch defect or repurchase or substitute for any such Mortgage Loan in accordance with this Section 2.02(a).