Common use of Acceptance by Trustee Clause in Contracts

Acceptance by Trustee. The Trustee, acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments (unless the related Mortgage has been registered in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above and declares that it holds and will hold such documents and the other documents constituting a part of the Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set forth, for the use and benefit of all present and future Certificateholders. The Trustee agrees, for the benefit of Certificateholders, to review each Owner Mortgage Loan File within 45 days after execution of this Agreement in order to ascertain that all required documents set forth in Section 2.01 have been executed and received and appear regular on their face, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If within such 45 day period the Trustee finds any document constituting a part of an Owner Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular on its face, the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) notify the Seller, which shall have a period of 60 days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material defect is not so corrected or cured, the Seller will, not later than 60 days after the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may be, the Trustee shall release to the Seller the related Owner Mortgage Loan File and shall execute and deliver such instrument of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS), in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased Mortgage Loan or property. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02.

Acceptance by Trustee. The TrusteeExcept as set forth in the Exception Report delivered contemporaneously herewith (the "Exception Report"), the Trustee acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments Note for each Mortgage Loan and delivery of a Mortgage File (unless the related Mortgage has been registered in the name but does not acknowledge receipt of MERS or its designee) and other all documents required to be delivered on the Closing Date pursuant included in such Mortgage File) with respect to Section 2.01 above each Mortgage Loan and declares that it holds and will hold such documents and the any other documents constituting a part of the Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set forth, trust for the use and benefit of all present and future Certificateholders. The Depositor will cause the Seller to repurchase any Mortgage Loans to which an exception was taken in the Exception Report unless such exception is cured to the satisfaction of the Trustee within 45 Business Days of the Closing Date. The Trustee agrees, for the benefit of Certificateholders, to review each Owner Mortgage Loan File delivered to it within 45 270 days after execution of this Agreement in order the Closing Date to ascertain that all documents required documents set forth in by Section 2.01 have been executed and received and appear regular on their facereceived, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereonExhibit A that have been conveyed to it. If within such 45 day period the Trustee finds any document or documents constituting a part of an Owner a Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified missing or defective (that is, mutilated, damaged, defaced or unexecuted) in the Mortgage Loan Schedule or not to appear regular on its faceany material respect, the Trustee shall promptly (and in any event within no event more than 30 days five Business Days) after the discovery of such defect) finding so notify the Seller, which shall have a period of 60 days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material defect is not so corrected or curedServicer, the Seller will, not later than 60 days after and the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substitutedDepositor. In addition, such Substitute the Trustee shall also notify the Servicer, the Seller and the Depositor, if (a) in examining the Mortgage Files, the documentation shows on its face (i) any adverse claim, lien or encumbrance, (ii) that any Mortgage Note was overdue or had been dishonored, (iii) any evidence on the face of any Mortgage Note or Mortgage of any security interest or other right or interest therein, or (iv) any defense against or claim to the Mortgage Note by any party or (b) the original Mortgage with evidence of recording thereon with respect to a Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that is not received within 270 days of the Closing Date; provided, however, that if the Depositor cannot deliver the original Mortgage Loan for which it is substituted. In the case with evidence of recording thereon because of a repurchased delay caused by the public recording office where such Mortgage Loan or propertyhas been delivered for recordation, the purchase price Depositor shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant deliver or cause to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee written notice stating that such Mortgage has been delivered to the appropriate public recording officer for recordation and thereafter the Substitution Principal AmountDepositor 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 request that the Seller correct or cure such omission, together with (i) interest on defect or other irregularity, or substitute a Mortgage Loan pursuant to the provisions of Section 3.03, within 60 days from the date the Seller was notified of such Substitution Principal Amount omission or defect and, if the Seller does not correct or cure such omission or defect within such period, that the Seller purchase such Mortgage Loan from the Trustee within 90 days from the date the Trustee notified the Seller of such omission, defect or other irregularity at the applicable Net Mortgage Interest Rate to the following Due Date Purchase Price of such Mortgage Loan. The Purchase Price for any Mortgage Loan which is being substituted for and (ii) an amount equal purchased pursuant to this Section 2.02 shall be paid to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made Servicer and deposited by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon Collection Account promptly upon receipt, and, upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may bea Servicing Officer, the Trustee shall promptly release to the Seller the related Owner Mortgage Loan File and the Trustee shall execute and deliver such instrument instruments of transfer or assignment (orassignment, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS), in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased its designee, as the case may be, any Mortgage Loan or propertyreleased pursuant hereto, and the Trustee shall have no further responsibility with regard to such Mortgage Loan. It is understood and agreed that the obligation of the Seller to purchase, cure or substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect be under no duty or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant inspect, review and examine such documents, instruments, certificates or other papers to this Section 2.02determine that they are genuine, enforceable 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 mayshall keep confidential the name of each Mortgagor and shall not solicit any such Mortgagor for the purpose of refinancing the related Mortgage Loan. Within 280 days of the Closing Date, concurrently with the execution Trustee shall deliver to the Depositor and delivery hereof or at any time thereafterthe Servicer the Trustee's Certification, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which G attached hereto, setting forth the Trustee appoints a Custodian to hold status of the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review Files as of such documents required under the first paragraph of this Section 2.02date.

Acceptance by Trustee. The Trustee, Trustee acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments (unless the related Mortgage has been registered in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above and declares that it holds and will hold such documents and the other documents constituting a part of the Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set forth, for the use and benefit of all present and future Certificateholders. The Trustee agrees, for the benefit of Certificateholders, to review each Owner Mortgage Loan File within 45 days after execution of this Agreement in order to ascertain that all required documents set forth in Section 2.01 have been executed and received and appear regular on their face, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If within such 45 day period the Trustee finds any document constituting a part of an Owner Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular on its face, the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) notify the Seller, which shall have a period of 60 days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material defect is not so corrected or cured, the Seller will, not later than 60 days after the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, Rate less any Fixed Retained Yield, Yield through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may be, the Trustee shall release to the Seller the related Owner Mortgage Loan File and shall execute and deliver such instrument of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS)assignment, in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased Mortgage Loan or property. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, Trustee in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02.

Acceptance by Trustee. The Trustee, Trustee acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments (unless the related Mortgage has been registered in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above and declares that it holds and will hold such documents and the other documents constituting a part of the Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set forth, for the use and benefit of all present and future Certificateholders. The Trustee agrees, for the benefit of Certificateholders, to review each Owner Mortgage Loan File within 45 days after execution of this Agreement in order to ascertain that all required documents set forth in Section 2.01 have been executed and received and appear regular on their face, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If within such 45 day period the Trustee finds any document constituting a part of an Owner Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular on its face, the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) notify the Seller, which shall have a period of 60 days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material defect is not so corrected or cured, the Seller will, not later than 60 days after the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, Rate less any Fixed Retained Yield, Yield through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may be, the Trustee shall release to the Seller the related Owner Mortgage Loan File and shall execute and deliver such instrument of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS), in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased Mortgage Loan or property. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, Trustee in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02.

Acceptance by Trustee. The Trustee, acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments (unless the related Mortgage has been registered in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above and declares that it holds and will hold such documents and the other documents constituting a part of the Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set forth, for the use and benefit of all present and future Certificateholders. The Trustee agrees, for the benefit of Certificateholders, to review each Owner Mortgage Loan File within 45 days after execution of this Agreement in order to ascertain that all required documents set forth in Section 2.01 have been executed and received and appear regular on their face, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If within such 45 day period the Trustee finds any document constituting a part of an Owner Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular on its face, the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) notify the Seller, which shall have a period of 60 days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material defect is not so corrected or cured, the Seller will, not later than 60 days after the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may be, the Trustee shall release to the Seller the related Owner Mortgage Loan File and shall execute and deliver such instrument of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS)assignment, in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased Mortgage Loan or property. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02.

Acceptance by Trustee. The Trustee acknowledges that the Custodian, acting on behalf of the Trustee, acknowledges receipt of has received (subject to any exceptions noted in the custodian certification described below), the Mortgage Notes, Notes and the Mortgages, the assignments (unless the related Mortgage has been registered in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above and Trustee declares that it holds and or will hold such documents and the other documents constituting a part assets included in the definition of the Owner Mortgage Loan Files delivered to it "Trust Fund," in trust, upon the trusts herein set forth, trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee agrees, for the benefit of the Certificateholders, to cause the Custodian to review each Owner Mortgage Note and to execute and deliver, or cause to be executed and delivered, to GMACM, the Trustee and the Servicer a custodian certification substantially in the form annexed hereto as Exhibit N on or prior to the Closing Date. Pursuant to the Custodial Agreement, in conducting such review, the Custodian is required to ascertain whether the Mortgage Notes have been executed and received, and whether the Mortgage Notes relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans. Neither the Custodian nor the Trustee shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded, or are in recordable form or that they are other than what they purport to be on their face. If, in the process of reviewing the Mortgage Notes and preparing the certifications referred to above, the Custodian finds any Mortgage Note to be missing or contains any defect which materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Custodian is required pursuant to the Custodial Agreement, to notify the Trustee, the Company and the Seller, and the Trustee shall request that GMACM cure any such defect in all material respects within 90 days from the date on which GMACM was notified of such defect, and if GMACM does not cure such defect in all material respects during such period, the Trustee shall request on behalf of the Certificateholders that GMACM either (i) substitute for such Mortgage Loan File within 45 days after execution of this Agreement a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in order the manner and subject to ascertain that all required documents the conditions set forth in Section 2.01 have been executed and received and appear regular on their face2.04, and that or (ii) purchase such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so doing from the Trustee may rely on Trust Fund at the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If Purchase Price within such 45 day period the Trustee finds any document constituting a part of an Owner Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular on its face, the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) notify the Seller, which shall have a period of 60 90 days after the date on which GMACM was notified of such notice within which defect; provided that if such defect would cause the Mortgage Loan to correct or cure be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such defectcure, substitution or repurchase must occur within 90 days from the date such breach was discovered. The Seller hereby covenants It is understood and agrees that, if any agreed that the obligation of GMACM to cure a material defect is not so corrected or cured, the Seller will, not later than 60 days after the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Dayin, or such other period permitted by the REMIC Provisionssubstitute for, substitute for or purchase any Mortgage Loan as to which a material defect in, or omission of, a Mortgage Note exists shall constitute the sole remedy respecting such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that or omission available to Certificateholders or the representations and warranties Trustee on behalf of Certificateholders. The Purchase Price for the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute purchased Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited or caused to be deposited upon receipt by the Seller Trustee in the Certificate Account maintained Payment Account, or upon receipt by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Custodial Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may bea Servicing Officer, the Trustee shall (i) release or cause to be released to GMACM the related Mortgage Note, (ii) cause the Servicer to release to the Seller GMACM any remaining documents in the related Owner Mortgage Loan File which are held by the Servicer, and shall (iii) execute and deliver such instrument instruments of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS)assignment, in each case without recourse, as GMACM shall be require as necessary to vest in the Seller legal and beneficial GMACM ownership of such substituted or repurchased Mortgage Loan or property. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which released pursuant hereto and at such a material defect in a constituent document exists time the Trustee shall constitute the sole remedy respecting such defect available have no further responsibility with respect to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any related Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02Note.

Acceptance by Trustee. The Trustee acknowledges that the Custodian, acting on behalf of the Trustee, acknowledges receipt of has received (subject to any exceptions noted in the custodian certification described below) the Mortgage Notes, Notes and the Mortgages, the assignments (unless the related Mortgage has been registered in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above and Trustee declares that it holds and or will hold such documents and the other documents constituting a part assets included in the definition of the Owner Mortgage Loan Files delivered to it "Trust Fund," in trust, upon the trusts herein set forth, trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee agrees, for the benefit of the Certificateholders, that pursuant to the Custodial Agreement, the Custodian will review each Owner Mortgage Note and will execute and deliver, or cause to be executed and delivered, to GMACM, the Trustee and the Servicer a custodian certification substantially in the form annexed hereto as Exhibit M on or prior to the Closing Date. Pursuant to the Custodial Agreement, in conducting such review, the Custodian is required to ascertain whether the Mortgage Notes have been executed and received, and whether the Mortgage Notes relate, determined on the basis of the original principal balance and loan number, to the Mortgage Loans. Neither the Custodian nor the Trustee shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded, or are in recordable form or that they are other than what they purport to be on their face. If, in the process of reviewing the Mortgage Notes and preparing the certifications referred to above, the Custodian finds any Mortgage Note to be missing or contains any defect which materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Custodian is required pursuant to the Custodial Agreement, to notify the Trustee, the Company and the Seller, and the Trustee shall request that GMACM cure any such defect in all material respects within 90 days from the date on which GMACM was notified of such defect, and if GMACM does not cure such defect in all material respects during such period, the Trustee shall request on behalf of the Certificateholders that GMACM either (i) substitute for such Mortgage Loan File within 45 days after execution of this Agreement a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in order the manner and subject to ascertain that all required documents the conditions set forth in Section 2.01 have been executed and received and appear regular on their face2.04, and that or (ii) purchase such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so doing from the Trustee may rely on Trust Fund at the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If Purchase Price within such 45 day period the Trustee finds any document constituting a part of an Owner Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular on its face, the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) notify the Seller, which shall have a period of 60 90 days after the date on which GMACM was notified of such notice within which defect; provided that if such defect would cause the Mortgage Loan to correct or cure be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such defectcure, substitution or repurchase must occur within 90 days from the date such breach was discovered. The Seller hereby covenants It is understood and agrees that, if any agreed that the obligation of GMACM to cure a material defect is not so corrected or cured, the Seller will, not later than 60 days after the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Dayin, or such other period permitted by the REMIC Provisionssubstitute for, substitute for or purchase any Mortgage Loan as to which a material defect in, or omission of, a Mortgage Note exists shall constitute the sole remedy respecting such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that or omission available to Certificateholders or the representations and warranties Trustee on behalf of Certificateholders. The Purchase Price for the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute purchased Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited or caused to be deposited upon receipt by the Seller Trustee in the Certificate Account maintained Payment Account, or upon receipt by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Custodial Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon receipt by the Trustee of written notification of any such deposit signed by an officer a Servicing Officer, and upon receipt of a Request for Release from the Servicer, the Custodian on behalf of the SellerTrustee, shall (i) release or cause to be released to GMACM the new Owner related Mortgage Loan FileNote, as and (ii) cause the case may be, the Trustee shall Servicer to release to the Seller GMACM any remaining documents in the related Owner Mortgage Loan File and shall which are held by the Servicer. The Trustee execute and deliver such instrument instruments of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS)assignment, in each case without recourse, representation or warranty, as GMACM shall be require as necessary to vest in the Seller legal and beneficial GMACM ownership of such substituted or repurchased Mortgage Loan or property. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which released pursuant hereto and at such a material defect in a constituent document exists time the Trustee shall constitute the sole remedy respecting such defect available have no further responsibility with respect to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any related Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02Note.

Acceptance by Trustee. The Trustee, Trustee acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments (unless the related Mortgage has been registered in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above and declares that it holds and will hold such documents and the other documents constituting a part of the Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set forth, for the use and benefit of all present and future Certificateholders. The Trustee agrees, for the benefit of Certificateholders, to review each Owner Mortgage Loan File within 45 days after execution of this Agreement in order to ascertain that all required documents set forth in Section 2.01 have been executed and received and appear regular on their face, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If within such 45 day period the Trustee finds any document constituting a part of an Owner Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular on its face, the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) notify the Seller, which shall have a period of 60 days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material defect is not so corrected or cured, the Seller will, not later than 60 days after the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, Rate through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may be, the Trustee shall release to the Seller the related Owner Mortgage Loan File and shall execute and deliver such instrument of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS)assignment, in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased Mortgage Loan or property. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, Trustee in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02.

Acceptance by Trustee. The Trustee acknowledges that the Custodian, acting on behalf of the Trustee, acknowledges receipt of has received (subject to any exceptions noted in the custodian certification described below), the Mortgage Notes, Notes and the Mortgages, the assignments (unless the related Mortgage has been registered in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above and Trustee declares that it holds and or will hold such documents and the other documents constituting a part assets included in the definition of the Owner Mortgage Loan Files delivered to it "Trust Fund," in trust, upon the trusts herein set forth, trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee agrees, for the benefit of the Certificateholders, to cause the Custodian to review each Owner Mortgage Note and to execute and deliver, or cause to be executed and delivered, to GMACM, the Trustee and the Servicer a custodian certification substantially in the form annexed hereto as Exhibit N on or prior to the Closing Date. Pursuant to the Custodial Agreement, in conducting such review, the Custodian is required to ascertain whether the Mortgage Notes have been executed and received, and whether the Mortgage Notes relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans. Neither the Custodian nor the Trustee shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded, or are in recordable form or that they are other than what they purport to be on their face. If, in the process of reviewing the Mortgage Notes and preparing the certifications referred to above, the Custodian finds any Mortgage Note to be missing or contains any defect which materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Custodian is required pursuant to the Custodial Agreement, to notify the Trustee, the Company and the Sellers, and the Trustee shall request that GMACM cure any such defect in all material respects within 90 days from the date on which GMACM was notified of such defect, and if GMACM does not cure such defect in all material respects during such period, the Trustee shall request on behalf of the Certificateholders that GMACM either (i) substitute for such Mortgage Loan File within 45 days after execution of this Agreement a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in order the manner and subject to ascertain that all required documents the conditions set forth in Section 2.01 have been executed and received and appear regular on their face2.04, and that or (ii) purchase such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so doing from the Trustee may rely on Trust Fund at the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If Purchase Price within such 45 day period the Trustee finds any document constituting a part of an Owner Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular on its face, the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) notify the Seller, which shall have a period of 60 90 days after the date on which GMACM was notified of such notice within which defect; provided that if such defect would cause the Mortgage Loan to correct or cure be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such defectcure, substitution or repurchase must occur within 90 days from the date such breach was discovered. The Seller hereby covenants It is understood and agrees that, if any agreed that the obligation of GMACM to cure a material defect is not so corrected or cured, the Seller will, not later than 60 days after the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Dayin, or such other period permitted by the REMIC Provisionssubstitute for, substitute for or purchase any Mortgage Loan as to which a material defect in, or omission of, a Mortgage Note exists shall constitute the sole remedy respecting such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that or omission available to Certificateholders or the representations and warranties Trustee on behalf of Certificateholders. The Purchase Price for the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute purchased Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited or caused to be deposited upon receipt by the Seller Trustee in the Certificate Account maintained Payment Account, or upon receipt by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Custodial Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may bea Servicing Officer, the Trustee shall (i) release or cause to be released to GMACM the related Mortgage Note, (ii) cause the Servicer to release to the Seller GMACM any remaining documents in the related Owner Mortgage Loan File which are held by the Servicer, and shall (iii) execute and deliver such instrument instruments of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS)assignment, in each case without recourse, as GMACM shall be require as necessary to vest in the Seller legal and beneficial GMACM ownership of such substituted or repurchased Mortgage Loan or property. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which released pursuant hereto and at such a material defect in a constituent document exists time the Trustee shall constitute the sole remedy respecting such defect available have no further responsibility with respect to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any related Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02Note.

Acceptance by Trustee. The Trustee, Trustee acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments (unless the related Mortgage has been registered in the name of MERS or its designee) and other documents required referred to be delivered on the Closing Date pursuant to in Section 2.01 above and declares that it holds and will hold such documents and the other documents constituting a part of the Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set forth, for the use and benefit of all present and future Certificateholders. The Trustee agrees, for the benefit of Certificateholders, to review each Owner Mortgage Loan File within 45 days after execution of this Agreement in order to ascertain that all required documents set forth in Section 2.01 have been executed and received and appear regular on their face, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If within such 45 day period the Trustee finds any document constituting a part of an Owner Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular on its face, the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) notify the Seller, which shall have a period of 60 days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material defect is not so corrected or cured, the Seller will, not later than 60 days after the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, Rate less any Fixed Retained Yield, Yield through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may be, the Trustee shall release to the Seller the related Owner Mortgage Loan File and shall execute and deliver such instrument of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS)assignment, in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased Mortgage Loan or property. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, Trustee in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02.

Acceptance by Trustee. The Trustee, Trustee hereby acknowledges receipt the sale and assignment of the Mortgage NotesLoans, and, subject to the Mortgagesreview provided for in this Section 2.02 and the period for delivery provided for in Section 2.01, its receipt or that of the assignments (unless Custodian on behalf of the related Trustee of the Mortgage has been registered in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above Files, and declares that it the Trustee or the Custodian on behalf of the Trustee holds and will hold such documents and the other documents constituting a part of the Owner Mortgage Loan Files delivered to all amounts received by it thereunder and hereunder in trust, upon the trusts terms herein set forth, for the use and benefit of all present and future Certificateholders and the Certificate Insurer. If the Seller is given notice under this Section 2.02 that a Mortgage File is defective or incomplete and if the Seller does not correct or cure such omission or defect within the 90-day period specified in this Section 2.02, the Seller shall purchase such Mortgage Loan from the Trustee (i) on the Determination Date in the month following the month in which such 90-day period expired at the Purchase Price of such Mortgage Loan or (ii) upon the expiration of such 90-day period if the omission or defect would result in the related Mortgage Loan not being a Qualified Mortgage Loan for purposes of Section 860G(a)(3) of the Code. The Purchase Price for the purchased Mortgage Loan shall be delivered to the Servicer for deposit in the Collection Account (and the Servicer shall deposit such amount upon receipt) no later than the applicable Determination Date or the Business Day preceding the expiration of such 90-day period, as the case may be; and, upon receipt by the Trustee or the Custodian on behalf of the Trustee of written notification of such deposit signed by a Responsible Officer of the Seller, the Trustee or the Custodian on behalf of the Trustee shall release to the Seller the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller or its designee any Mortgage Loan released pursuant hereto. It is understood and agreed that the obligation of the Seller to purchase any Mortgage Loan as to which a material defect in or omission of a constituent document exists shall constitute the sole remedy against the Seller respecting such defect or omission available to the Servicer (in its role as such), the Certificateholders, or the Trustee on behalf of Certificateholders. The Trustee agrees, for An Opinion of Counsel to the benefit of Certificateholders, to review each Owner Mortgage Loan File within 45 days after execution of this Agreement in order to ascertain that all required documents effect set forth in Section 2.01 2.05(d) shall be delivered to the Trustee in connection with any such repurchase. The Seller, promptly following the transfer of (i) a Defective Mortgage Loan from or (ii) an Eligible Substitute Mortgage Loan to the Trust pursuant to this Section 2.02 or Section 2.05, as the case may be, shall amend the Mortgage Loan Schedule, appropriately xxxx the Electronic Ledger and make appropriate entries in its general account records to reflect such transfer and the addition of any Eligible Substitute Mortgage Loan, if applicable. No later than the 45th day following the Closing Date, the Trustee or the Custodian on behalf of the Trustee shall certify to the Seller and the Servicer (and the Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and that, as to each Mortgage Loan listed in the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the certification in the form annexed hereto as Exhibit O as not covered by such certification), (i) all documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of Section 2.01(a) are in its possession, (ii) such documents have been executed and received reviewed by it and appear regular on their face, face and that such documents relate to such Mortgage Loan, (iii) based on its examination and only as to the Mortgage Loans identified foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii), (iii), (v) and (vii) of the definition of "Mortgage Loan Schedule, and " accurately reflects information set forth in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereonMortgage File. If within such 45 45-day period the Trustee or the Custodian on behalf of the Trustee finds any document constituting a part of an Owner a Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified in the said Mortgage Loan Schedule or, if in the course of its review, the Trustee or not to appear regular the Custodian on its facebehalf of the Trustee determines that such Mortgage File is otherwise defective in any material respect, the Trustee or the Custodian on behalf of the Trustee shall promptly (upon the conclusion of its review notify in the form of an exception report and in no event more than 30 days after the discovery of such defect) notify the Seller, which Seller shall have a period of 60 90 days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material defect is not so corrected or cured, On the Seller will, not later than 60 days after 360th day following the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may beClosing Date, the Trustee shall release to the Seller the related Owner Mortgage Loan File and shall execute and deliver such instrument of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS), in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased Mortgage Loan or property. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Certificateholders or the Trustee Custodian on behalf of the Certificateholders. The failure of Trustee shall deliver to the Trustee to give any notice contemplated herein within forty-five (45) days after Seller and the execution of this Agreement shall not affect or relieve Servicer an updated exception report showing the Seller's obligation to repurchase any Mortgage Loan documents outstanding pursuant to this Section 2.02. The Trustee may, concurrently 2.01(a) along with a final certification annexed hereto as Exhibit P from the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially previous certification issued in the form of Exhibit E O. The Trustee or the Custodian on behalf of the Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Trustee or the Custodian on behalf of the Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit P, (i) the Trustee or the Custodian on behalf of the Trustee shall provide to the Servicer and the Seller (and to the Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to which Section 2.01(a) until all such exceptions have been eliminated and (ii) the Seller shall provide to the Trustee appoints or the Custodian on behalf of the Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Certificateholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Trustee nor the Custodian makes any representations as to hold and shall not be responsible to verify (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02Loans.

Acceptance by Trustee. The Trustee, by execution and delivery hereof, acknowledges receipt receipt, subject to the review described in the following paragraph, of the Mortgage Notes, the Mortgages, the assignments (unless the related Mortgage has been registered in the name of MERS or its designee) documents and other documents required property referred to be delivered on the Closing Date pursuant to in Section 2.01 above and declares that it the Trustee holds and will hold such documents and other property, including property yet to be received in the other documents constituting a part of the Owner Mortgage Loan Files delivered to it Trust Fund, in trust, upon the trusts herein set forth, for the use and benefit of all present and future Certificateholders. The Trustee agrees(or the Custodian on the Trustee's behalf) shall, for the benefit of the Certificateholders, to review each Owner Mortgage Loan File within 45 120 days after execution of this Agreement in order the Issue Date, to ascertain that all required documents set forth in Section 2.01 have been executed and executed, received and appear regular on their facerecorded, if applicable, and that such documents relate to the Mortgage Loans identified in Exhibit B. If in the Mortgage Loan Schedule, and in so doing the Trustee may rely on the purported due execution and genuineness course of any such document and on the purported genuineness of any signature thereon. If within such 45 day period review the Trustee finds any a document or documents constituting a part of an Owner a Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified defective in the Mortgage Loan Schedule or not to appear regular on its faceany material respect, the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) so notify the SellerCRMSI, which whereupon CRMSI shall have a period of 60 180 days after the date of such notice within which to correct or cure any such defectdefect (including correction or cure by substitution if permitted by Section 2.04). The Seller hereby covenants and agrees that, if If any such material defect is has not so been corrected or cured, the Seller CRMSI will, not later than 60 180 days after the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate Trustee at a price (the "Loan Repurchase Price") equal to (ai) 100% of the unpaid principal balance Loan Balance of such Mortgage Loan plus as of the date of repurchase, plus, (bii) to the extent not previously advanced by the Servicer, accrued and unpaid interest thereon at the Mortgage Interest RateNote Rate to (but not including) the date of repurchase, less plus (iii) any Fixed Retained Yieldunreimbursed payments with respect to such Mortgage Loan, through to the last day of the month extent not covered in which such repurchase takes place or (ii) above, as part of a Servicing Advance or a Periodic Interest Advance, plus (iv) any unreimbursed costs, penalties or damages incurred by the Trustee or the Trust Fund in connection with any violation of applicable predatory or abusive lending laws with respect to such Mortgage Loan or otherwise incurred in connection with such material defect. Notwithstanding the preceding two sentences, any material defect that causes a Mortgage Loan to fail to constitute a "qualified mortgage" within the meaning of Code Section 860G(a)(3) shall either be corrected or cured by CRMSI or, failing such correction or cure, CRMSI shall repurchase such Mortgage Loan at the Loan Repurchase Price (or, if within two years of the Startup Day, or such other period as may be permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Qualified Substitute Mortgage Loan originally been therefor pursuant to Section 2.04) no later than 90 days after the discovery of such material defect. Any such repurchase shall be considered a Mortgage Loan. In no event shall any Substitute prepayment in full of such Mortgage Loan have an unpaid principal balance, as of the on date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to repurchase and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller CRMSI in the Certificate Collection Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loanand, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon upon receipt by the Trustee of written notification of any such deposit signed by an officer Authorized Officer of the Seller, or the new Owner Mortgage Loan File, as the case may beCRMSI, the Trustee shall release to the Seller CRMSI or its designee the related Owner Mortgage Loan File and shall execute and deliver such instrument instruments of transfer or assignment (or, in furnished to the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS)Trustee, in each case without recourse, as CRMSI shall be necessary reasonably request, to vest in CRMSI or such designee any Mortgage Loan so released. Any repurchase by CRMSI of a Mortgage Loan hereunder shall be deemed to include the Seller legal right to receive any Scheduled Payment or other remittance thereon payable or received after the date of repurchase, and beneficial ownership the Trustee or the Paying Agent shall, upon receipt thereof, promptly remit the amount of such substituted Scheduled Payment or repurchased Mortgage Loan or propertyother remittance to CRMSI. It is understood and agreed that the obligation of the Seller CRMSI to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property make a substitution therefor pursuant to Section 2.04 as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting against CRMSI with respect to such defect available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02.

Acceptance by Trustee. The Trustee, Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Mortgage NotesTrust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the Mortgages, the assignments (unless the related Mortgage has been registered in the name of MERS or its designee) and other documents review required to be delivered on the Closing Date made within 45 days pursuant to this Section 2.01 above and declares that it holds and will hold such documents and the other documents constituting a part of the Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set forth, for the use and benefit of all present and future Certificateholders2.07. The Trustee agrees, for the benefit of Certificateholdersthe Trust, to review each Owner Mortgage Loan File within 45 days after execution the Closing Date and deliver to the Company a certification in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of this Agreement instruments described in order clauses (X)(iv) and (Y)(ix) of the definition of "Mortgage File," known by the Trustee to ascertain that all required documents set forth in be required) pursuant to the definition of "Mortgage File" and Section 2.01 2.05 have been executed and received and appear regular on their facereceived, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, and in so doing the Trustee may rely on upon the purported genuineness and due execution and genuineness of any such document document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If within such 45 day period the Trustee finds any document or documents constituting a part of an Owner a Mortgage Loan File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular on its faceSchedule, the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) so notify the Seller, which shall have a period of 60 days after the date of such notice within which to correct or cure any such defectCompany. The Seller Company hereby covenants and agrees that, if any material such defect is cannot so be corrected or cured, the Seller willCompany shall, not later than 60 days after the Trustee's notice to it referred to above respecting such defect, within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest RatePurchase Price, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, relates a new different mortgage loan (a "Substitute Mortgage Loan") having which is a "qualified replacement mortgage" (as defined in the Code) and, (iii) after such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balancethree-month or two-year period, as of applicable, the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of Company shall repurchase the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of from the Trust at the Purchase Price but only if the Mortgage Loan for which it is substitutedin default or default is, in the judgment of the Company, reasonably imminent. In If such defect would cause the case of a repurchased Mortgage Loan to be other than a "qualified mortgage" (as defined in the Code), then notwithstanding the previous sentence or propertyany provision in the definition of "Purchase Price", the purchase price shall be deposited by repurchase or substitution must occur within the Seller in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case sooner of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at 90 days from the applicable Net Mortgage Interest Rate to date the following Due Date of such Mortgage Loan which is being substituted for and defect was discovered or (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may be, the Trustee shall release to the Seller the related Owner Mortgage Loan File and shall execute and deliver such instrument of transfer or assignment (or, in the case of a Mortgage Loan registered in substitution, two years from the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS), in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased Mortgage Loan or property. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02Closing Date.

Acceptance by Trustee. The Trustee, Trustee hereby acknowledges receipt the sale and assignment of the Mortgage NotesLoans, and, subject to the Mortgagesreview provided for in this Section 2.02 and the period for delivery provided for in Section 2.01, its receipt or that of the assignments (unless Custodian on behalf of the related Trustee of the Mortgage has been registered in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above Files, and declares that it the Trustee or the Custodian on behalf of the Trustee holds and will hold such documents and the other documents constituting a part of the Owner Mortgage Loan Files delivered to all amounts received by it thereunder and hereunder in trust, upon the trusts terms herein set forth, for the use and benefit of all present and future Certificateholders. If the Seller is given notice under this Section 2.02 that a Mortgage File is defective or incomplete and if the Seller does not correct or cure such omission or defect within the 90-day period specified in this Section 2.02, the Seller shall purchase such Mortgage Loan from the Trustee (i) on the Determination Date in the month following the month in which such 90 day period expired at the Purchase Price of such Mortgage Loan or (ii) upon the expiration of such 90 day period if the omission or defect would result in the related Mortgage Loan not being a Qualified Mortgage Loan for purposes of Section 860G(a)(3) of the Code. The Trustee agrees, Purchase Price for the benefit purchased Mortgage Loan shall be delivered to the Servicer for deposit in the Collection Account (and the Servicer shall deposit such amount upon receipt) no later than the applicable Determination Date or the Business Day preceding the expiration of such 90-day period, as the case may be; and, upon receipt by the Trustee or the Custodian on behalf of the Trustee of written notification of such deposit signed by a Responsible Officer of the Seller, the Trustee or the Custodian on behalf of the Trustee shall release to the Seller the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller or its designee any Mortgage Loan released pursuant hereto. It is understood and agreed that the obligation of the Seller to purchase any Mortgage Loan as to which a material defect in or omission of a constituent document exists shall constitute the sole remedy against the Seller respecting such defect or omission available to the Servicer (in its role as such), the Certificateholders, or the Trustee on behalf of Certificateholders, . An Opinion of Counsel to review each Owner Mortgage Loan File within 45 days after execution of this Agreement in order to ascertain that all required documents the effect set forth in Section 2.01 2.05(d) shall be delivered to the Trustee in connection with any such repurchase. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Servicer shall, at the Seller’s expense, either (i) cause MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS® System in accordance with MERS’ rules and regulations or (ii) cause MERS to designate on the MERS® System the Seller as the beneficial holder of such Mortgage Loan. The Seller, promptly following the transfer of (i) a Defective Mortgage Loan from or (ii) an Eligible Substitute Mortgage Loan to the Trust pursuant to this Section 2.02 or Section 2.05, as the case may be, shall amend the Mortgage Loan Schedule, appropriately xxxx the Electronic Ledger and make appropriate entries in its general account records to reflect such transfer and the addition of any Eligible Substitute Mortgage Loan, if applicable. On the Closing Date or no later than the 45th day following the Closing Date, the Trustee or the Custodian on behalf of the Trustee shall certify to the Seller, the Depositor and the Servicer (and the Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and that, as to each Mortgage Loan listed in the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the certification in the form annexed hereto as Exhibit O as not covered by such certification), (i) all documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of Section 2.01(a) are in its possession, (ii) such documents have been executed and received reviewed by it and appear regular on their face, face and that such documents relate to such Mortgage Loan, (iii) based on its examination and only as to the Mortgage Loans identified foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule, and ” accurately reflects information set forth in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereonMortgage File. If within such 45 45-day period the Trustee or the Custodian on behalf of the Trustee finds any document constituting a part of an Owner a Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified in the said Mortgage Loan Schedule or, if in the course of its review, the Trustee or not to appear regular the Custodian on its facebehalf of the Trustee determines that such Mortgage File is otherwise defective in any material respect, the Trustee or the Custodian on behalf of the Trustee shall promptly (and in no event more than 30 days after upon the discovery conclusion of such defect) its review notify the Seller, which Seller in the form of an exception report and the Seller shall have a period of 60 ninety (90) days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material defect is not so corrected or cured, On the Seller will, not later than 60 days after 360th day following the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may beClosing Date, the Trustee shall release to the Seller the related Owner Mortgage Loan File and shall execute and deliver such instrument of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS), in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased Mortgage Loan or property. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Certificateholders or the Trustee Custodian on behalf of the Certificateholders. The failure of Trustee shall deliver to the Trustee to give any notice contemplated herein within forty-five (45) days after Seller and the execution of this Agreement shall not affect or relieve Servicer an exception report showing the Seller's obligation to repurchase any Mortgage Loan documents outstanding pursuant to this Section 2.02. The Trustee may, concurrently 2.01(a) along with a final certification annexed hereto as Exhibit P updated from the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially previous certification issued in the form of Exhibit E O. The Trustee or the Custodian on behalf of the Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Trustee or the Custodian on behalf of the Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit P, (i) the Trustee or the Custodian on behalf of the Trustee shall provide to the Servicer and the Seller (and to the Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to which Section 2.01(a) until all such exceptions have been eliminated and (ii) the Seller shall provide to the Trustee appoints or the Custodian on behalf of the Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Certificateholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Trustee nor the Custodian makes any representations as to hold and shall not be responsible to verify (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02Loans.

Acceptance by Trustee. The Trustee, Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Mortgage NotesTrust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the Mortgages, the assignments (unless the related Mortgage has been registered in the name of MERS or its designee) and other documents review required to be delivered on the Closing Date made within 45 days pursuant to this Section 2.01 above and declares that it holds and will hold such documents and the other documents constituting a part of the Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set forth, for the use and benefit of all present and future Certificateholders2.07. The Trustee agrees, for the benefit of Certificateholdersthe Trust, to review each Owner Mortgage Loan File within 45 days after execution the Closing Date and deliver to the Company a certification in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of this Agreement instruments described in order clauses (X)(iv) and (Y)(ix) of the definition of "Mortgage File," known by the Trustee to ascertain that all required documents set forth in be required) pursuant to the definition of "Mortgage File" and Section 2.01 2.05 have been executed and received and appear regular on their facereceived, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, and in so doing the Trustee may rely on upon the purported genuineness and due execution and genuineness of any such document document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If within such 45 day period the Trustee finds any document or documents constituting a part of an Owner a Mortgage Loan File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular on its faceSchedule, the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) so notify the Seller, which shall have a period of 60 days after the date of such notice within which to correct or cure any such defectCompany. The Seller Company hereby covenants and agrees that, if any material such defect is cannot so be corrected or cured, the Seller willCompany shall, not later than 60 days after the Trustee's notice to it referred to above respecting such defect, within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest RatePurchase Price, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, relates a new different mortgage loan (a "Substitute Mortgage Loan") having which is a "qualified replacement mortgage" (as defined in the Code) and, (iii) after such three-month or two-year period, as applicable, the Company shall repurchase the Mortgage Loan from the Trust at the Purchase Price but only if the Mortgage Loan is in default or default is, in the judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a "qualified mortgage" (as defined in the Code), then notwithstanding the previous sentence, or any provision in the definition of "Purchase Price," the repurchase or substitution must occur within the sooner of (i) 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in cash, together with unpaid accrued interest, if any, on the difference between the aggregate of the principal balances of the Substitute Mortgage Loans and the Principal Balance of such Mortgage Loan during the calendar month in which the substitution occurs to the last day of such month at a rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a Mortgage Loan pursuant to this Section 2.07. Furthermore, such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Seller Company set forth in Section 2.03(b) 2.08 hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. In no event shall any A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have an unpaid principal balance, the same Pass-Through Rate as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is was substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than The Purchase Price for each purchased or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller Company in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loanand, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may bea Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) release to the Seller Company the related Owner Mortgage Loan File and shall execute and deliver such instrument of transfer or assignment (or, in the case of a event that the Mortgage Loan registered Files are held in the name of MERS the Custodian, shall cause the Custodian to execute and deliver) on behalf of the Trust such instruments of transfer or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS)assignment, in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted Company or repurchased its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to be serviced by a servicer that is a member of MERS or propertyif the Company or its assignee shall so request, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form from MERS to the Company or its assignee and shall cause the Mortgage Loan to be removed from registration on the MERS(R) System in accordance with MERS' rules and procedures. It is understood and agreed that the The obligation of the Seller Company to repurchase or substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Certificateholders Trust or the Trustee on behalf Holders of the Certificateholders. The failure of REMIC I Regular Interests or the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02Class R-1 Residual Interest.

Acceptance by Trustee. The Trustee, Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Mortgage NotesTrust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the Mortgages, the assignments (unless the related Mortgage has been registered in the name of MERS or its designee) and other documents review required to be delivered on the Closing Date made within 45 days pursuant to this Section 2.01 above and declares that it holds and will hold such documents and the other documents constituting a part of the Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set forth, for the use and benefit of all present and future Certificateholders2.07. The Trustee agrees, for the benefit of Certificateholdersthe Trust, to review each Owner Mortgage Loan File within 45 days after execution the Closing Date and deliver to the Company a certification in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of this Agreement instruments described in order clauses (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to ascertain that all required documents set forth in be required) pursuant to the definition of “Mortgage File” and Section 2.01 2.05 have been executed and received and appear regular on their facereceived, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, and in so doing the Trustee may rely on upon the purported genuineness and due execution and genuineness of any such document document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If within such 45 day period the Trustee finds any document or documents constituting a part of an Owner a Mortgage Loan File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular on its faceSchedule, the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) so notify the Seller, which shall have a period of 60 days after the date of such notice within which to correct or cure any such defectCompany. The Seller Company hereby covenants and agrees that, if any material such defect is cannot so be corrected or cured, the Seller willCompany shall, not later than 60 days after the Trustee's ’s notice to it referred to above respecting such defect, within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest RatePurchase Price, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, relates a new different mortgage loan (a "“Substitute Mortgage Loan"”) having which is a “qualified replacement mortgage” (as defined in the Code) and, (iii) after such three-month or two-year period, as applicable, the Company shall repurchase the Mortgage Loan from the Trust at the Purchase Price but only if the Mortgage Loan is in default or default is, in the judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of “Purchase Price”, the repurchase or substitution must occur within the sooner of (i) 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall be an adjustable rate mortgage loan with a first Adjustment Date occurring on approximately the same date as, but not earlier than, the first Adjustment Date for the Mortgage Loan being substituted for and adjustments every six months thereafter, based on the Index, mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than, and a Margin, Rate Ceiling and Rate Floor equal to or greater than, and a Periodic Cap no more than 0.5 percentage point greater or smaller than, the Mortgage Loan being substituted for. In addition, if the Mortgage Loan being substituted for does not provide for any payments of principal prior to its first Adjustment Date, such substitute Mortgage Loan also shall not provide for such payments of principal. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in cash, together with unpaid accrued interest, if any, on the difference between the aggregate of the principal balances of the Substitute Mortgage Loans and the Principal Balance of such Mortgage Loan during the calendar month in which the substitution occurs to the last day of such month at a rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a Mortgage Loan pursuant to this Section 2.07. Furthermore, such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Seller Company set forth in Section 2.03(b) 2.08 hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. In no event shall any A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have an unpaid principal balance, the same Pass-Through Rate as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is was substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than The Purchase Price for each purchased or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller Company in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loanand, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may bea Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) release to the Seller Company the related Owner Mortgage Loan File and shall execute and deliver such instrument of transfer or assignment (or, in the case of a event that the Mortgage Loan registered Files are held in the name of MERS the Custodian, shall cause the Custodian to execute and deliver) on behalf of the Trust such instruments of transfer or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS)assignment, in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted Company or repurchased its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to be serviced by a servicer that is a member of MERS or propertyif the Company or its assignee shall so request, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form from MERS to the Company or its assignee and shall cause the Mortgage Loan to be removed from registration on the MERS® System in accordance with MERS’ rules and procedures. It is understood and agreed that the The obligation of the Seller Company to repurchase or substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Certificateholders Trust or the Trustee on behalf Holders of the Certificateholders. The failure of REMIC I Regular Interests or the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02Class R-1 Residual Interest.

Acceptance by Trustee. The Trustee, Trustee hereby acknowledges receipt the sale and assignment of the Mortgage NotesLoans, and, subject to the Mortgagesreview provided for in this Section 2.02 and the period for delivery provided for in Section 2.01, its receipt or that of the assignments (unless Custodian on behalf of the related Trustee of the Mortgage has been registered in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above Files, and declares that it the Trustee or the Custodian on behalf of the Trustee holds and will hold such documents and the other documents constituting a part of the Owner Mortgage Loan Files delivered to all amounts received by it thereunder and hereunder in trust, upon the trusts terms herein set forth, for the use and benefit of all present and future Certificateholders and the Certificate Insurer. If the Seller is given notice under this Section 2.02 that a Mortgage File is defective or incomplete and if the Seller does not correct or cure such omission or defect within the 90-day period specified in this Section 2.02, the Seller shall purchase such Mortgage Loan from the Trustee (i) on the Determination Date in the month following the month in which such 90-day period expired at the Purchase Price of such Mortgage Loan or (ii) upon the expiration of such 90-day period if the omission or defect would result in the related Mortgage Loan not being a Qualified Mortgage Loan for purposes of Section 860G(a)(3) of the Code. The Purchase Price for the purchased Mortgage Loan shall be delivered to the Servicer for deposit in the Collection Account (and the Servicer shall deposit such amount upon receipt) no later than the applicable Determination Date or the Business Day preceding the expiration of such 90-day period, as the case may be; and, upon receipt by the Trustee or the Custodian on behalf of the Trustee of written notification of such deposit signed by a Responsible Officer of the Seller, the Trustee or the Custodian on behalf of the Trustee shall release to the Seller the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller or its designee any Mortgage Loan released pursuant hereto. It is understood and agreed that the obligation of the Seller to purchase any Mortgage Loan as to which a material defect in or omission of a constituent document exists shall constitute the sole remedy against the Seller respecting such defect or omission available to the Servicer (in its role as such), the Certificateholders, or the Trustee on behalf of Certificateholders. The Trustee agrees, for An Opinion of Counsel to the benefit of Certificateholders, to review each Owner Mortgage Loan File within 45 days after execution of this Agreement in order to ascertain that all required documents effect set forth in Section 2.01 2.05(d) shall be delivered to the Trustee in connection with any such repurchase. The Seller, promptly following the transfer of (i) a Defective Mortgage Loan from or (ii) an Eligible Substitute Mortgage Loan to the Trust pursuant to this Section 2.02 or Section 2.05, as the case may be, shall amend the Mortgage Loan Schedule, appropriately xxxx the Electronic Ledger and make appropriate entries in its general account records to reflect such transfer and the addition of any Eligible Substitute Mortgage Loan, if applicable. On the Closing Date or no later than the 45th day following the Closing Date, the Trustee or the Custodian on behalf of the Trustee shall certify to the Seller, the Depositor and the Servicer (and the Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and that, as to each Mortgage Loan listed in the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the certification in the form annexed hereto as Exhibit O as not covered by such certification), (i) all documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of Section 2.01(a) are in its possession, (ii) such documents have been executed and received reviewed by it and appear regular on their face, face and that such documents relate to such Mortgage Loan, (iii) based on its examination and only as to the Mortgage Loans identified foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of "Mortgage Loan Schedule, and " accurately reflects information set forth in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereonMortgage File. If within such 45 45-day period the Trustee or the Custodian on behalf of the Trustee finds any document constituting a part of an Owner a Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified in the said Mortgage Loan Schedule or, if in the course of its review, the Trustee or not to appear regular the Custodian on its facebehalf of the Trustee determines that such Mortgage File is otherwise defective in any material respect, the Trustee or the Custodian on behalf of the Trustee shall promptly (upon the conclusion of its review notify in the form of an exception report and in no event more than 30 days after the discovery of such defect) notify the Seller, which Seller shall have a period of 60 ninety (90) days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material defect is not so corrected or cured, On the Seller will, not later than 60 days after 360th day following the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may beClosing Date, the Trustee shall release to the Seller the related Owner Mortgage Loan File and shall execute and deliver such instrument of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS), in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased Mortgage Loan or property. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Certificateholders or the Trustee Custodian on behalf of the Certificateholders. The failure of Trustee shall deliver to the Trustee to give any notice contemplated herein within forty-five (45) days after Seller and the execution of this Agreement shall not affect or relieve Servicer an updated exception report showing the Seller's obligation to repurchase any Mortgage Loan documents outstanding pursuant to this Section 2.02. The Trustee may, concurrently 2.01(a) along with a final certification annexed hereto as Exhibit P from the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially previous certification issued in the form of Exhibit E O. The Trustee or the Custodian on behalf of the Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Trustee or the Custodian on behalf of the Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit P, (i) the Trustee or the Custodian on behalf of the Trustee shall provide to the Servicer and the Seller (and to the Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to which Section 2.01(a) until all such exceptions have been eliminated and (ii) the Seller shall provide to the Trustee appoints or the Custodian on behalf of the Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Certificateholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Trustee nor the Custodian makes any representations as to hold and shall not be responsible to verify (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02Loans.

Acceptance by Trustee. The Trustee, by execution and delivery hereof, acknowledges receipt by it or by the Custodian on its behalf of the Mortgage Notes, Files pertaining to the Mortgages, the assignments (unless the related Mortgage has been registered in the name of MERS or its designee) and other documents required to be delivered Loans listed on the Closing Date pursuant Mortgage Loan Schedule, subject to Section 2.01 above review thereof by the Custodian on behalf of the Trustee and declares that it holds and or will hold such documents and all other assets included in the other documents constituting a part definition of the Owner Mortgage Loan Files delivered to it “Trust Fund” in trust, upon the trusts herein set forth, trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Owner Mortgage Loan File delivered to it and to certify and deliver to the Depositor, the Seller and the Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after execution of this Agreement in order the assignment thereof) that, as to ascertain that all required documents set forth in Section 2.01 have been executed and received and appear regular on their face, and that such documents relate to the Mortgage Loans identified in the each Mortgage Loan Schedule, and in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If within such 45 day period the Trustee finds any document constituting a part of an Owner Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not to appear regular on its facebeing covered by such certification), the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) notify the Seller, which shall have a period of 60 days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material defect is not so corrected or cured, the Seller will, not later than 60 days after the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or any property acquired in respect thereof from the Trust Estate at a price equal torn and relate to (a) 100% of the unpaid principal balance of such Mortgage Loan plus and (biii) accrued interest at based on its examination and only as to the foregoing, the information set forth in the Mortgage Interest RateLoan Schedule that corresponds to items (i), less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan and (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitutioniii) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for which it is substitutedthe represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. In additionNo later than 180 days after the Closing Date, such Substitute Mortgage Loan the Trustee shall have deliver to the Depositor and the Seller a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Loan for which it is substitutedFiles, with any applicable exceptions noted thereon. In Upon the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited discovery by the Seller in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any such deposit signed by an officer of the Seller, or representations and warranties made by the new Owner Seller in the Mortgage Loan File, as the case may be, the Trustee shall release to the Seller the related Owner Purchase Agreement in respect of any Mortgage Loan File and shall execute and deliver that materially adversely affects such instrument of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS), in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased Mortgage Loan or propertythe interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. It is understood The Depositor and agreed the Trustee intend that the obligation assignment and transfer herein contemplated constitute a sale of the Seller Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to substitute a new Mortgage Loan for or repurchase any Mortgage Loan the Trustee and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to which such a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available have granted and does hereby grant to the Certificateholders or the Trustee on behalf a first priority perfected security interest in all of the Certificateholders. The failure of Depositor’s right, title and interest in and to the Trustee to give any notice contemplated herein within forty-five (45) days after Mortgage Loans, the execution of related Mortgage Notes and the related documents, and that this Agreement shall not affect or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into constitute a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required security agreement under the first paragraph of this Section 2.02applicable law.

Acceptance by Trustee. The TrusteeExcept as set forth in the Exception Report delivered contemporaneously herewith (the "Exception Report"), the Trustee acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments Note for each Mortgage Loan and delivery of a Mortgage File (unless the related Mortgage has been registered in the name but does not acknowledge receipt of MERS or its designee) and other all documents required to be delivered on the Closing Date pursuant included in such Mortgage File) with respect to Section 2.01 above each Mortgage Loan and declares that it holds and will hold such documents and the any other documents constituting a part of the Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set forth, trust for the use and benefit of all present and future Certificateholders. The Depositor will cause the Seller to repurchase any Mortgage Loans to which an exception was taken in the Exception Report unless such exception is cured to the satisfaction of the Trustee within 45 Business Days of the Closing Date. The Trustee agrees, for the benefit of Certificateholders, to review each Owner Mortgage Loan File delivered to it within 45 270 days after execution of this Agreement in order the Closing Date to ascertain that all documents required documents set forth in by Section 2.01 have been executed and received and appear regular on their facereceived, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, Exhibit A-1 and in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereonExhibit A-2 that have been conveyed to it. If within such 45 day period the Trustee finds any document or documents constituting a part of an Owner a Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified missing or defective (that is, mutilated, damaged, defaced or unexecuted) in the Mortgage Loan Schedule or not to appear regular on its faceany material respect, the Trustee shall promptly (and in any event within no event more than 30 days five Business Days) after the discovery of such defect) finding so notify the Seller, which shall have a period of 60 days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material defect is not so corrected or curedrelated Servicer, the Seller will, not later than 60 days after and the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substitutedDepositor. In addition, such Substitute the Trustee shall also notify the related Servicer, the Seller and the Depositor, if (a) in examining the Mortgage Files, the documentation shows on its face (i) any adverse claim, lien or encumbrance, (ii) that any Mortgage Note was overdue or had been dishonored, (iii) any evidence on the face of any Mortgage Note or Mortgage of any security interest or other right or interest therein, or (iv) any defense against or claim to the Mortgage Note by any party or (b) the original Mortgage with evidence of recording thereon with respect to a Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that is not received within 270 days of the Closing Date; provided, however, that if the Depositor cannot deliver the original Mortgage Loan for which it is substituted. In the case with evidence of recording thereon because of a repurchased delay caused by the public recording office where such Mortgage Loan or propertyhas been delivered for recordation, the purchase price Depositor shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant deliver or cause to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee written notice stating that such Mortgage has been delivered to the appropriate public recording officer for recordation and thereafter the Substitution Principal AmountDepositor 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 request that the Seller correct or cure such omission, together with (i) interest on defect or other irregularity, or substitute a Mortgage Loan pursuant to the provisions of Section 3.03, within 60 days from the date the Seller was notified of such Substitution Principal Amount omission or defect and, if the Seller does not correct or cure such omission or defect within such period, that the Seller purchase such Mortgage Loan from the Trustee within 90 days from the date the Trustee notified the Seller of such omission, defect or other irregularity at the applicable Net Mortgage Interest Rate to the following Due Date Purchase Price of such Mortgage Loan. The Purchase Price for any Mortgage Loan which is being substituted for and (ii) an amount equal purchased pursuant to this Section 2.02 shall be paid to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made related Servicer and deposited by the Servicer, the Master related Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon related Collection Account promptly upon receipt, and, upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may bea Servicing Officer, the Trustee shall promptly release to the Seller the related Owner Mortgage Loan File and the Trustee shall execute and deliver such instrument instruments of transfer or assignment (orassignment, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS), in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased its designee, as the case may be, any Mortgage Loan or propertyreleased pursuant hereto, and the Trustee shall have no further responsibility with regard to such Mortgage Loan. It is understood and agreed that the obligation of the Seller to purchase, cure or substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect be under no duty or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant inspect, review and examine such documents, instruments, certificates or other papers to this Section 2.02determine that they are genuine, enforceable 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 mayshall keep confidential the name of each Mortgagor and shall not solicit any such Mortgagor for the purpose of refinancing the related Mortgage Loan. Within 280 days of the Closing Date, concurrently with the execution Trustee shall deliver to the Depositor and delivery hereof or at any time thereaftereach Servicer the Trustee's Certification, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which G attached hereto, setting forth the Trustee appoints a Custodian to hold status of the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review Files as of such documents required under the first paragraph of this Section 2.02date.

Acceptance by Trustee. The Trustee, Trustee hereby acknowledges receipt the sale and assignment of the Mortgage Notes, the Mortgages, the assignments (unless Loans. If an Originator is given notice of an omission or defect under Section 2.01 and if the related Mortgage has been registered in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above and declares that it holds and will hold such documents and the other documents constituting a part of the Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set forth, for the use and benefit of all present and future Certificateholders. The Trustee agrees, for the benefit of Certificateholders, to review each Owner Mortgage Loan File within 45 days after execution of this Agreement in order to ascertain that all required documents set forth in Section 2.01 have been executed and received and appear regular on their face, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If within such 45 day period the Trustee finds any document constituting a part of an Owner Mortgage Loan File Originator does not to have been executed or received or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular on its face, the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) notify the Seller, which shall have a period of 60 days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material omission or defect is not so corrected or curedwithin the 60-day period following such notice, the Seller will, not later than 60 days after the Trustee's notice to it referred to above respecting such defect, either (i) repurchase Originator shall purchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of or substitute an Eligible Substitute Mortgage Loan for such Mortgage Loan plus (b) accrued interest at prior to the Mortgage Interest Rate, less any Fixed Retained Yield, through next succeeding Distribution Date in the last day of month following the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other 60-day period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount expired at the applicable Net Mortgage Interest Rate to the following Due Date Purchase Price of such Mortgage Loan or in accordance with Section 2.06, as applicable (provided that a substitution will only be permitted if such 90-day period expires prior to the second anniversary of the Closing Date). The Purchase Price for the purchased Mortgage Loan which is being substituted for and (ii) an amount equal to purchased as described in the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, preceding sentence shall be deposited in the Certificate Account. The Monthly Payment on Distribution Account no later than the Substitute Mortgage Loan for Business Day prior to the Due next succeeding Distribution Date in the month of substitution shall not be part of the Trust Estate. Upon after such obligation arises; provided that, upon receipt by the Trustee Trust Administrator of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may beOriginator, the Trustee Trust Administrator shall release to the Seller Originator the related Owner Mortgage Loan File (if the Trust Administrator holds the Mortgage File following an Assignment Event) and the Trust Administrator shall execute and deliver such instrument instruments of transfer or assignment (orassignment, in prepared by and at the case expense of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS)Originator, in each case without recourse, representation or warranty as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted Originators or repurchased their designee any Mortgage Loan or propertyreleased pursuant hereto. It is understood and agreed that the obligation of the Seller an Originator to purchase any Mortgage Loan sold by such Originator or substitute a new an Eligible Substitute Mortgage Loan for or repurchase any such Mortgage Loan or property sold by such Originator as to which such a material defect in in, or omission of, a constituent document exists shall constitute the sole remedy against such Originator respecting such defect or omission available to the Certificateholders or the Trustee Trust Administrator on behalf of the Certificateholders. The failure Master Servicer, promptly following the transfer of the Trustee to give any notice contemplated herein within forty-five (45i) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any a Defective Mortgage Loan from or (ii) an Eligible Substitute Mortgage Loan to the Trust pursuant to this Section 2.02. The Trustee may2.02 and Section 2.06, concurrently with as the execution and delivery hereof or at any time thereaftercase may be, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold shall amend the Mortgage Notes, the Mortgages, the assignments Loan Schedule and other documents related deliver a copy of such amended Schedule to the Trust Administrator and make appropriate entries in its general account records to reflect such transfer and the addition of any Eligible Substitute Mortgage Loans received by the TrusteeLoan, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02if applicable.

Acceptance by Trustee. The Trustee, Trustee hereby acknowledges receipt the sale and assignment of the Mortgage NotesLoans, and, subject to the Mortgagesreview provided for in this Section 2.02 and the period for delivery provided for in Section 2.01, its receipt or that of the assignments (unless Custodian on behalf of the related Trustee of the Mortgage has been registered in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above Files, and declares that it the Trustee or the Custodian on behalf of the Trustee holds and will hold such documents and the other documents constituting a part of the Owner Mortgage Loan Files delivered to all amounts received by it thereunder and hereunder in trust, upon the trusts terms herein set forth, for the use and benefit of all present and future Certificateholders. If the Seller is given notice under this Section 2.02 that a Mortgage File is defective or incomplete and if the Seller does not correct or cure such omission or defect within the 90-day period specified in this Section 2.02, the Seller shall purchase such Mortgage Loan from the Trustee (i) on the Determination Date in the month following the month in which such 90-day period expired at the Purchase Price of such Mortgage Loan or (ii) upon the expiration of such 90-day period if the omission or defect would result in the related Mortgage Loan not being a Qualified Mortgage Loan for purposes of Section 860G(a)(3) of the Code. At any time the Seller exercises its option to repurchase any Mortgage Loan pursuant to Section 2.04(b), the Seller shall notify the Depositor, the Servicer and the Trustee of any such repurchase no later than five Business Days prior to the Determination Date of the month in which it wishes to repurchase such Mortgage Loans and the Seller shall repurchase such Mortgage Loan from the Trustee on such Determination Date. The Purchase Price for any purchased or repurchased Mortgage Loan shall be delivered to the Servicer for deposit in the Collection Account (and the Servicer shall deposit such amount upon receipt) no later than the applicable Determination Date or the Business Day preceding the expiration of such 90-day period, as the case may be; and, upon receipt by the Trustee agreesor the Custodian on behalf of the Trustee of written notification of such deposit signed by a Responsible Officer of the Seller, for the benefit Trustee or the Custodian on behalf of the Trustee shall release to the Seller the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller or its designee any Mortgage Loan released pursuant hereto. It is understood and agreed that the obligation of the Seller to purchase any Mortgage Loan as to which a material defect in or omission of a constituent document exists shall constitute the sole remedy against the Seller respecting such defect or omission available to the Servicer (in its role as such), the Certificateholders, or the Trustee on behalf of Certificateholders, . An Opinion of Counsel to review each Owner Mortgage Loan File within 45 days after execution of this Agreement in order to ascertain that all required documents the effect set forth in Section 2.01 2.05(d) shall be delivered to the Trustee in connection with any purchase or repurchase pursuant to this Section 2.02. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Servicer shall, at the Seller’s expense, either (i) cause MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS® System in accordance with MERS’ rules and regulations or (ii) cause MERS to designate on the MERS® System the Seller as the beneficial holder of such Mortgage Loan. The Seller, promptly following the transfer of (i) a Mortgage Loan from or (ii) an Eligible Substitute Mortgage Loan to the Trust pursuant to this Section 2.02 or Section 2.05, as the case may be, shall amend the Mortgage Loan Schedule, appropriately xxxx the Electronic Ledger and make appropriate entries in its general account records to reflect such transfer and the addition of any Eligible Substitute Mortgage Loan, if applicable. On the Closing Date or no later than the 45th day following the Closing Date, the Trustee or the Custodian on behalf of the Trustee shall certify to the Seller, the Depositor and the Servicer (and the Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and that, as to each Mortgage Loan listed in the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the certification in the form annexed hereto as Exhibit O as not covered by such certification), (i) all documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of Section 2.01(a) are in its possession, (ii) such documents have been executed and received reviewed by it and appear regular on their face, face and that such documents relate to such Mortgage Loan, (iii) based on its examination and only as to the Mortgage Loans identified foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule, and ” accurately reflects information set forth in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereonMortgage File. If within such 45 45-day period the Trustee or the Custodian on behalf of the Trustee finds any document constituting a part of an Owner a Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified in the said Mortgage Loan Schedule or, if in the course of its review, the Trustee or not to appear regular the Custodian on its facebehalf of the Trustee determines that such Mortgage File is otherwise defective in any material respect, the Trustee or the Custodian on behalf of the Trustee shall promptly (and in no event more than 30 days after upon the discovery conclusion of such defect) its review notify the Seller, which Seller in the form of an exception report and the Seller shall have a period of 60 ninety (90) days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material defect is not so corrected or cured, On the Seller will, not later than 60 days after 360th day following the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may beClosing Date, the Trustee shall release to the Seller the related Owner Mortgage Loan File and shall execute and deliver such instrument of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS), in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased Mortgage Loan or property. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Certificateholders or the Trustee Custodian on behalf of the Certificateholders. The failure of Trustee shall deliver to the Trustee to give any notice contemplated herein within forty-five (45) days after Seller and the execution of this Agreement shall not affect or relieve Servicer an exception report showing the Seller's obligation to repurchase any Mortgage Loan documents outstanding pursuant to this Section 2.02. The Trustee may, concurrently 2.01(a) along with a final certification annexed hereto as Exhibit P updated from the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially previous certification issued in the form of Exhibit E O. The Trustee or the Custodian on behalf of the Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Trustee or the Custodian on behalf of the Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit P, (i) the Trustee or the Custodian on behalf of the Trustee shall provide to the Servicer and the Seller (and to the Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to which Section 2.01(a) until all such exceptions have been eliminated and (ii) the Seller shall provide to the Trustee appoints or the Custodian on behalf of the Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Certificateholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Trustee nor the Custodian makes any representations as to hold and shall not be responsible to verify (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02Loans.

Acceptance by Trustee. The Trustee acknowledges that the Custodian, acting on behalf of the Trustee, acknowledges receipt of has received (subject to any exceptions noted in the custodian certification described below), the Mortgage Notes, Notes and the Mortgages, the assignments (unless the related Mortgage has been registered in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above and Trustee declares that it holds and or will hold such documents and the other documents constituting a part assets included in the definition of the Owner Mortgage Loan Files delivered to it "Trust Fund," in trust, upon the trusts herein set forth, trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee agrees, for the benefit of Certificateholdersthe Certificateholders and MBIA, to cause the Custodian to review each Owner Mortgage Note and to execute and deliver, or cause to be executed and delivered, to the Seller, the Trustee, the Servicer and MBIA a custodian certification substantially in the form annexed hereto as Exhibit N on or prior to the Closing Date. Pursuant to the Custodial Agreement, in conducting such review, the Custodian is required to ascertain whether the Mortgage Notes have been executed and received, and whether the Mortgage Notes relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans. Neither the Custodian nor the Trustee shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded, or are in recordable form or that they are other than what they purport to be on their face. If, in the process of reviewing the Mortgage Notes and preparing the certifications referred to above, the Custodian finds any Mortgage Note to be missing or contains any defect which materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Custodian is required pursuant to the Custodial Agreement, to notify the Trustee, MBIA, the Company and the Seller, and the Trustee shall request that the Seller cure any such defect in all material respects within 90 days from the date on which the Seller was notified of such defect, and if the Seller does not cure such defect in all material respects during such period, the Trustee shall request on behalf of the Certificateholders that the Seller either (i) substitute for such Mortgage Loan File within 45 days after execution of this Agreement a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in order the manner and subject to ascertain that all required documents the conditions set forth in Section 2.01 have been executed and received and appear regular on their face2.04, and that or (ii) purchase such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so doing from the Trustee may rely on Trust Fund at the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If Purchase Price within such 45 day period the Trustee finds any document constituting a part of an Owner Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular on its face, the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) notify the Seller, which shall have a period of 60 90 days after the date on which the Seller was notified of such notice within which to correct or cure any defect; provided that if such defect. The Seller hereby covenants and agrees that, if any material defect is not so corrected or cured, would cause the Seller will, not later than 60 days after the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (be other than a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth qualified mortgage" as defined in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution860G(a)(3) of the Mortgage Loan for which it is substituted. In additionCode, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon receipt by the Trustee of written notification of any such deposit signed by an officer of cure, substitution or repurchase must occur within 90 days from the Seller, or the new Owner Mortgage Loan File, as the case may be, the Trustee shall release to the Seller the related Owner Mortgage Loan File and shall execute and deliver date such instrument of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS), in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased Mortgage Loan or propertybreach was discovered. It is understood and agreed that the obligation of the Seller to cure a material defect in, or substitute a new Mortgage Loan for for, or repurchase purchase any Mortgage Loan or property as to which such a material defect in in, or omission of, a constituent document Mortgage Note exists shall constitute the sole remedy respecting such material defect or omission available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of Purchase Price for the purchased Mortgage Loan shall be deposited or caused to be deposited upon receipt by the Trustee in the Payment Account, or upon receipt by the Servicer in the Custodial Account. Upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (i) release or cause to give be released to the Seller the related Mortgage Note, (ii) cause the Servicer to release to the Seller any notice contemplated herein within forty-five remaining documents in the related Mortgage File which are held by the Servicer, and (45iii) days after execute and deliver such instruments of transfer or assignment, in each case without recourse, as the execution Seller shall require as necessary to vest in the Seller ownership of this Agreement shall not affect or relieve the Seller's obligation to repurchase any Mortgage Loan released pursuant to this Section 2.02. The Trustee may, concurrently with the execution hereto and delivery hereof or at any such time thereafter, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related shall have no further responsibility with respect to the related Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02Note.

Acceptance by Trustee. The TrusteeExcept as set forth in the Exception Report delivered contemporaneously herewith (the "Exception Report"), the Trustee acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments Note for each Mortgage Loan and delivery of a Mortgage File (unless the related Mortgage has been registered in the name but does not acknowledge receipt of MERS or its designee) and other all documents required to be delivered on the Closing Date pursuant included in such Mortgage File) with respect to Section 2.01 above each Mortgage Loan and declares that it holds and will hold such documents and the any other documents constituting a part of the Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set forth, trust for the use and benefit of all present and future Certificateholders. The Depositor will cause the Seller to repurchase any Mortgage Loans to which an exception was taken in the Exception Report unless such exception is cured to the satisfaction of the Trustee within 45 Business Days of the Closing Date. The Trustee agrees, for the benefit of Certificateholders, to review each Owner Mortgage Loan File delivered to it within 45 270 days after execution of this Agreement in order the Closing Date to ascertain that all documents required documents set forth in by Section 2.01 have been executed and received and appear regular on their facereceived, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan ScheduleExhibit X-0, Xxxxxxx X-0, Exhibit A-3 and in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereonExhibit A-4 that have been conveyed to it. If within such 45 day period the Trustee finds any document or documents constituting a part of an Owner a Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified missing or defective (that is, mutilated, damaged, defaced or unexecuted) in the Mortgage Loan Schedule or not to appear regular on its faceany material respect, the Trustee shall promptly (and in any event within no event more than 30 days five Business Days) after the discovery of such defect) finding so notify the Seller, which shall have a period of 60 days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material defect is not so corrected or curedServicer, the Seller will, not later than 60 days after and the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substitutedDepositor. In addition, such Substitute the Trustee shall also notify the Servicer, the Seller and the Depositor, if (a) in examining the Mortgage Files, the documentation shows on its face (i) any adverse claim, lien or encumbrance, (ii) that any Mortgage Note was overdue or had been dishonored, (iii) any evidence on the face of any Mortgage Note or Mortgage of any security interest or other right or interest therein, or (iv) any defense against or claim to the Mortgage Note by any party or (b) the original Mortgage with evidence of recording thereon with respect to a Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that is not received within 270 days of the Closing Date; provided, however, that if the Depositor cannot deliver the original Mortgage Loan for which it is substituted. In the case with evidence of recording thereon because of a repurchased delay caused by the public recording office where such Mortgage Loan or propertyhas been delivered for recordation, the purchase price Depositor shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant deliver or cause to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee written notice stating that such Mortgage has been delivered to the appropriate public recording officer for recordation and thereafter the Substitution Principal AmountDepositor 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 request that the Seller correct or cure such omission, together with (i) interest on defect or other irregularity, or substitute a Mortgage Loan pursuant to the provisions of Section 3.03, within 60 days from the date the Seller was notified of such Substitution Principal Amount omission or defect and, if the Seller does not correct or cure such omission or defect within such period, that the Seller purchase such Mortgage Loan from the Trustee within 90 days from the date the Trustee notified the Seller of such omission, defect or other irregularity at the applicable Net Mortgage Interest Rate to the following Due Date Purchase Price of such Mortgage Loan. The Purchase Price for any Mortgage Loan which is being substituted for and (ii) an amount equal purchased pursuant to this Section 2.02 shall be paid to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made Servicer and deposited by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon Collection Account promptly upon receipt, and, upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may bea Servicing Officer, the Trustee shall promptly release to the Seller the related Owner Mortgage Loan File and the Trustee shall execute and deliver such instrument instruments of transfer or assignment (orassignment, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS), in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased its designee, as the case may be, any Mortgage Loan or propertyreleased pursuant hereto, and the Trustee shall have no further responsibility with regard to such Mortgage Loan. It is understood and agreed that the obligation of the Seller to purchase, cure or substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect be under no duty or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant inspect, review and examine such documents, instruments, certificates or other papers to this Section 2.02determine that they are genuine, enforceable 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 mayshall keep confidential the name of each Mortgagor and shall not solicit any such Mortgagor for the purpose of refinancing the related Mortgage Loan. Within 280 days of the Closing Date, concurrently with the execution Trustee shall deliver to the Depositor and delivery hereof or at any time thereafterthe Servicer the Trustee's Certification, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which G attached hereto, setting forth the Trustee appoints a Custodian to hold status of the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review Files as of such documents required under the first paragraph of this Section 2.02date.

Acceptance by Trustee. The Trusteeof the Mortgage Loans Except as set forth in the Exception Report delivered contemporaneously herewith (the "Exception Report"), the Trustee acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments Note for each Mortgage Loan and delivery of a Mortgage File (unless the related Mortgage has been registered in the name but does not acknowledge receipt of MERS or its designee) and other all documents required to be delivered on the Closing Date pursuant included in such Mortgage File) with respect to Section 2.01 above each Mortgage Loan and declares that it holds and will hold such documents and the any other documents constituting a part of the Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set forth, trust for the use and benefit of all present and future Certificateholders. The Depositor will cause the Seller to repurchase any Mortgage Loan to which an exception was taken in the Exception Report unless such exception is cured to the satisfaction of the Trustee within 45 Business Days of the Closing Date. The Trustee agrees, for the benefit of Certificateholders, to review each Owner Mortgage Loan File delivered to it within 45 270 days after execution of this Agreement in order the Closing Date to ascertain that all documents required documents set forth in by Section 2.01 have been executed and received and appear regular on their facereceived, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereonExhibit F that have been conveyed to it. If within such 45 day period the Trustee finds any document or documents constituting a part of an Owner a Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified missing or defective (that is, mutilated, damaged, defaced or unexecuted) in the Mortgage Loan Schedule or not to appear regular on its faceany material respect, the Trustee shall promptly (and in any event within no event more than 30 days five Business Days) after such finding so notify the discovery of such defect) notify Servicer, the Seller, which the Depositor and the NIMs Insurer. In addition, the Trustee shall have also notify the Servicer, the Seller, the Depositor and the NIMs Insurer, if (a) in examining the Mortgage Files, the documentation shows on its face (i) any adverse claim, lien or encumbrance, (ii) that any Mortgage Note was overdue or had been dishonored, (iii) any evidence on the face of any Mortgage Note or Mortgage of any security interest or other right or interest therein, or (iv) any defense against or claim to the Mortgage Note by any party or (b) the original Mortgage with evidence of recording thereon with respect to a period Mortgage Loan is not received within 270 days of 60 days after the date of such notice within which to Closing Date. The Trustee shall request that the Seller correct or cure any such defect. The omission, defect or other irregularity, or substitute a Mortgage Loan pursuant to the provisions of Section 2.03(c), within 90 days from the date the Seller hereby covenants and agrees thatwas notified of such omission or defect and, if any material defect is not so corrected or cured, the Seller willdoes not correct or cure such omission or defect within such period, not later than 60 days after that the Trustee's notice to it referred to above respecting Seller purchase such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate Trustee within 90 days from the date the Trustee notified the Seller of such omission, defect or other irregularity at a price equal to (a) 100% of the unpaid principal balance Purchase Price of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute Loan. The Purchase Price for any Mortgage Loan purchased pursuant to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in this Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price 2.02 shall be paid to the Servicer and deposited by the Seller Servicer in the Certificate Collection Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loanpromptly upon receipt, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amountand, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may bea Servicing Officer, the Trustee shall promptly release to the Seller the related Owner Mortgage Loan File and the Trustee shall execute and deliver such instrument instruments of transfer or assignment (orassignment, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS), in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased its designee, as the case may be, any Mortgage Loan or propertyreleased pursuant hereto, and the Trustee shall have no further responsibility with regard to such Mortgage Loan. It is understood and agreed that the obligation of the Seller to purchase, cure or substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect be under no duty or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant inspect, review and examine such documents, instruments, certificates or other papers to this Section 2.02determine that they are genuine, enforceable 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 mayshall keep confidential the name of each Mortgagor and the Trustee shall not solicit any such Mortgagor for the purpose of refinancing the related Mortgage Loan. It is understood and agreed that all rights and benefits relating to the solicitation of any Mortgagors and the attendant rights, concurrently with title and interest in and to the execution list of Mortgagors and delivery hereof or at any time thereafterdata relating to their Mortgages shall be retained by the Servicer. Within 280 days of the Closing Date, enter into a Custodial Agreement the Trustee shall deliver to the Depositor, the Servicer and the NIMs Insurer the Trustee's Certification, substantially in the form of Exhibit E hereto pursuant to which H attached hereto, setting forth the Trustee appoints a Custodian to hold status of the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review Files as of such documents required under the first paragraph of this Section 2.02date.

Acceptance by Trustee. The Trustee, Trustee acknowledges receipt of the Mortgage Notesdocuments referred to in Section 2.01(b)(i) through (vi) above, the Mortgagesdeclares that it, the assignments (unless the related Mortgage has been registered in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above and declares that it agent, holds and will hold such documents and the other documents constituting a part of the Owner Mortgage Loan Files delivered to it and all such other assets included in trust, upon the trusts herein set forth, definition of Trust Fund in trust for the use and benefit of all present and future CertificateholdersCertificateholders and agrees to execute and deliver on the Closing Date an acknowledgment of receipt in the form of Exhibit E-1 hereto (the "Initial Certification"). The Trustee agrees, for the benefit of Certificateholders, to review each Owner Mortgage Loan File delivered to it pursuant to Section 2.01(b) within 45 days after execution of this Agreement in order the Closing Date (or, with respect to any Subsequent Mortgage Loan or Qualified Substitute Mortgage Loan, within 45 days after the conveyance and assignment thereof) to ascertain that all required documents (specifically as set forth in Section 2.01 2.01(b)), have been executed and received and appear regular on their facereceived, and that such documents relate to the Mortgage Loans identified in on the Mortgage Loan Schedule, as supplemented, that have been conveyed to it and shall deliver to the Company, the Seller and the Master Servicer a certification in so doing the Trustee may rely on form of Exhibit E-2 hereto (the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon"Interim Certification"). If within such 45 day period the Trustee finds any document or documents constituting a part of an Owner a Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule Schedule, or not to appear regular on if in the course of its facereview the Trustee determines that such Mortgage File is otherwise defective in any material respect, the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) so notify the SellerMaster Servicer, which the Seller and the Company. The Seller shall have a period of 60 days after the date of such notice within which to correct or cure any such defect. The omission or defect within 90 days from the date the Seller hereby covenants and agrees thatwas notified of such omission or defect and, if any material it does not correct or cure such omission or defect is not so corrected or curedwithin such period, the Seller will, not later than 60 days after the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of shall purchase such Mortgage Loan plus (b) accrued interest from REMIC I at its Repurchase Price, in either case within 90 days from the Mortgage Interest Rate, less any Fixed Retained Yield, through date it was notified of such omission or defect; provided that if the last day of omission or defect would cause the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (be other than a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth qualified mortgage" as defined in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered. The Repurchase Price for any such Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan purchased by the Seller shall have a Loan-to-Value Ratio less than be deposited or equal caused to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller Master Servicer in the Certificate Account maintained by the Master Servicer it pursuant to Section 3.01. In the case of a Substitute Mortgage Loan3.06 and, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon upon receipt by the Trustee of written notification of any such deposit signed by an officer of a Servicing Officer, the Seller, Trustee or the new Owner Mortgage Loan Fileany Custodian, as the case may be, the Trustee shall release to the Seller Master Servicer the related Owner Mortgage Loan File and the Trustee shall execute and deliver such instrument instruments of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, prepared by the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS)Servicer, in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial or its designee, as the case may be, ownership of such substituted or repurchased any Mortgage Loan or propertyreleased pursuant hereto and thereafter such Mortgage Loan shall not be part of the Trust Fund. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage Loan for so cure or repurchase purchase any Mortgage Loan or property as to which such a material defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure In addition to the foregoing, the Trustee also agrees to conduct a review during the 18 months after the Closing Date indicating the current status of the Trustee to give any notice contemplated herein within forty-five (45) days after exceptions previously indicated on the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently Initial Certification and deliver a certification with the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially respect thereto in the form attached hereto as Exhibit E-3 (the "Final Certification"). After delivery of Exhibit E hereto pursuant to which the Final Certification, the Trustee appoints a Custodian to hold and the Mortgage NotesMaster Servicer shall monitor no less frequently than monthly the status of the exceptions, if any, and deliver updated certifications indicating the Mortgagesthen current status of exceptions, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of until all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02exceptions have been eliminated.

Acceptance by Trustee. The TrusteeExcept as set forth in the Exception Report delivered contemporaneously herewith (the "Exception Report"), the Trustee acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments Note for each Mortgage Loan and delivery of a Mortgage File (unless the related Mortgage has been registered in the name but does not acknowledge receipt of MERS or its designee) and other all documents required to be delivered on the Closing Date pursuant included in such Mortgage File) with respect to Section 2.01 above each Mortgage Loan and declares that it holds and will hold such documents and the any other documents constituting a part of the Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set forth, trust for the use and benefit of all present and future Certificateholders. The Depositor will cause the Seller to repurchase any Mortgage Loans to which an exception was taken in the Exception Report unless such exception is cured to the satisfaction of the Trustee within 45 Business Days of the Closing Date. The Trustee agrees, for the benefit of Certificateholders, to review each Owner Mortgage Loan File delivered to it within 45 270 days after execution of this Agreement in order the Closing Date to ascertain that all documents required documents set forth in by Section 2.01 have been executed and received and appear regular on their facereceived, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, Exhibit A-1 and in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereonExhibit A-2 that have been conveyed to it. If within such 45 day period the Trustee finds any document or documents constituting a part of an Owner a Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified missing or defective (that is, mutilated, damaged, defaced or unexecuted) in the Mortgage Loan Schedule or not to appear regular on its faceany material respect, the Trustee shall promptly (and in any event within no event more than 30 days five Business Days) after the discovery of such defect) finding so notify the Seller, which shall have a period of 60 days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material defect is not so corrected or curedServicer, the Seller will, not later than 60 days after and the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substitutedDepositor. In addition, such Substitute the Trustee shall also notify the Servicer, the Seller and the Depositor, if (a) in examining the Mortgage Files, the documentation shows on its face (i) any adverse claim, lien or encumbrance, (ii) that any Mortgage Note was overdue or had been dishonored, (iii) any evidence on the face of any Mortgage Note or Mortgage of any security interest or other right or interest therein, or (iv) any defense against or claim to the Mortgage Note by any party or (b) the original Mortgage with evidence of recording thereon with respect to a Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that is not received within 270 days of the Closing Date; provided, however, that if the Depositor cannot deliver the original Mortgage Loan for which it is substituted. In the case with evidence of recording thereon because of a repurchased delay caused by the public recording office where such Mortgage Loan or propertyhas been delivered for recordation, the purchase price Depositor shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant deliver or cause to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee written notice stating that such Mortgage has been delivered to the appropriate public recording officer for recordation and thereafter the Substitution Principal AmountDepositor 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 request that the Seller correct or cure such omission, together with (i) interest on defect or other irregularity, or substitute a Mortgage Loan pursuant to the provisions of Section 3.03, within 60 days from the date the Seller was notified of such Substitution Principal Amount omission or defect and, if the Seller does not correct or cure such omission or defect within such period, that the Seller purchase such Mortgage Loan from the Trustee within 90 days from the date the Trustee notified the Seller of such omission, defect or other irregularity at the applicable Net Mortgage Interest Rate to the following Due Date Purchase Price of such Mortgage Loan. The Purchase Price for any Mortgage Loan which is being substituted for and (ii) an amount equal purchased pursuant to this Section 2.02 shall be paid to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made Servicer and deposited by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon Collection Account promptly upon receipt, and, upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may bea Servicing Officer, the Trustee shall promptly release to the Seller the related Owner Mortgage Loan File and the Trustee shall execute and deliver such instrument instruments of transfer or assignment (orassignment, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS), in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased its designee, as the case may be, any Mortgage Loan or propertyreleased pursuant hereto, and the Trustee shall have no further responsibility with regard to such Mortgage Loan. It is understood and agreed that the obligation of the Seller to purchase, cure or substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect be under no duty or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant inspect, review and examine such documents, instruments, certificates or other papers to this Section 2.02determine that they are genuine, enforceable 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 mayshall keep confidential the name of each Mortgagor and shall not solicit any such Mortgagor for the purpose of refinancing the related Mortgage Loan. Within 280 days of the Closing Date, concurrently with the execution Trustee shall deliver to the Depositor and delivery hereof or at any time thereafterthe Servicer the Trustee's Certification, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which G attached hereto, setting forth the Trustee appoints a Custodian to hold status of the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review Files as of such documents required under the first paragraph of this Section 2.02date.

Acceptance by Trustee. The Trustee, Trustee acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments (unless the related Mortgage has been registered in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above and declares that it holds and will hold such documents and the other documents constituting a part of the Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set forth, for the use and benefit of all present and future Certificateholders. The Trustee agrees, for the benefit of Certificateholders, to review each Owner Mortgage Loan File within 45 days after execution of this Agreement in order to ascertain that all required documents set forth in Section 2.01 have been executed and received and appear regular on their face, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If within such 45 day period the Trustee finds any document constituting a part of an Owner Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular on its face, the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) notify the Seller, which shall have a period of 60 days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material defect is not so corrected or cured, the Seller will, not later than 60 days after the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, Rate less any Fixed Retained Yield, Yield through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may be, the Trustee shall release to the Seller the related Owner Mortgage Loan File and shall execute and deliver such instrument of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS), in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased Mortgage Loan or property. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Certificateholders or and the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, Trustee in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02.

Acceptance by Trustee. The Trustee, Trustee acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments (unless the related Mortgage has been registered in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above and declares that it holds and will hold such documents and the other documents constituting a part of the Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set forth, for the use and benefit of all present and future Certificateholders. The Trustee agrees, for the benefit of Certificateholders, to review each Owner Mortgage Loan File within 45 days after execution of this Agreement in order to ascertain that all required documents set forth in Section 2.01 have been executed and received and appear regular on their face, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If within such 45 day period the Trustee finds any document constituting a part of an Owner Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular on its face, the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) notify the Seller, which shall have a period of 60 days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material defect is not so corrected or cured, the Seller will, not later than 60 days after the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, Rate less any Fixed Retained Yield, Yield through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may be, the Trustee shall release to the Seller the related Owner Mortgage Loan File and shall execute and deliver such instrument of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS)assignment, in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased Mortgage Loan or property. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, Trustee in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02.

Acceptance by Trustee. The TrusteeExcept as set forth in the Exception Report delivered contemporaneously herewith (the "Exception Report"), the Trustee acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments Note for each Mortgage Loan and delivery of a Mortgage File (unless the related Mortgage has been registered in the name but does not acknowledge receipt of MERS or its designee) and other all documents required to be delivered on the Closing Date pursuant included in such Mortgage File) with respect to Section 2.01 above each Mortgage Loan and declares that it holds and will hold such documents and the any other documents constituting a part of the Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set forth, trust for the use and benefit of all present and future Certificateholders. The Depositor will cause the Seller to repurchase any Mortgage Loans to which an exception was taken in the Exception Report unless such exception is cured to the satisfaction of the Trustee within 45 Business Days of the Closing Date. The Trustee agrees, for the benefit of Certificateholders, to review each Owner Mortgage Loan File delivered to it within 45 270 days after execution of this Agreement in order the Closing Date to ascertain that all documents required documents set forth in by Section 2.01 have been executed and received and appear regular on their facereceived, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan ScheduleExhibit X-0, Xxxxxxx X-0 and in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereonExhibit A-3 that have been conveyed to it. If within such 45 day period the Trustee finds any document or documents constituting a part of an Owner a Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified missing or defective (that is, mutilated, damaged, defaced or unexecuted) in the Mortgage Loan Schedule or not to appear regular on its faceany material respect, the Trustee shall promptly (and in any event within no event more than 30 days five Business Days) after the discovery of such defect) finding so notify the Seller, which shall have a period of 60 days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material defect is not so corrected or curedServicer, the Seller will, not later than 60 days after and the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substitutedDepositor. In addition, such Substitute the Trustee shall also notify the Servicer, the Seller and the Depositor, if (a) in examining the Mortgage Files, the documentation shows on its face (i) any adverse claim, lien or encumbrance, (ii) that any Mortgage Note was overdue or had been dishonored, (iii) any evidence on the face of any Mortgage Note or Mortgage of any security interest or other right or interest therein, or (iv) any defense against or claim to the Mortgage Note by any party or (b) the original Mortgage with evidence of recording thereon with respect to a Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that is not received within 270 days of the Closing Date; provided, however, that if the Depositor cannot deliver the original Mortgage Loan for which it is substituted. In the case with evidence of recording thereon because of a repurchased delay caused by the public recording office where such Mortgage Loan or propertyhas been delivered for recordation, the purchase price Depositor shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant deliver or cause to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee written notice stating that such Mortgage has been delivered to the appropriate public recording officer for recordation and thereafter the Substitution Principal AmountDepositor 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 request that the Seller correct or cure such omission, together with (i) interest on defect or other irregularity, or substitute a Mortgage Loan pursuant to the provisions of Section 3.03, within 60 days from the date the Seller was notified of such Substitution Principal Amount omission or defect and, if the Seller does not correct or cure such omission or defect within such period, that the Seller purchase such Mortgage Loan from the Trustee within 90 days from the date the Trustee notified the Seller of such omission, defect or other irregularity at the applicable Net Mortgage Interest Rate to the following Due Date Purchase Price of such Mortgage Loan. The Purchase Price for any Mortgage Loan which is being substituted for and (ii) an amount equal purchased pursuant to this Section 2.02 shall be paid to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made Servicer and deposited by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon Collection Account promptly upon receipt, and, upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may bea Servicing Officer, the Trustee shall promptly release to the Seller the related Owner Mortgage Loan File and the Trustee shall execute and deliver such instrument instruments of transfer or assignment (orassignment, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS), in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased its designee, as the case may be, any Mortgage Loan or propertyreleased pursuant hereto, and the Trustee shall have no further responsibility with regard to such Mortgage Loan. It is understood and agreed that the obligation of the Seller to purchase, cure or substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect be under no duty or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant inspect, review and examine such documents, instruments, certificates or other papers to this Section 2.02determine that they are genuine, enforceable 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 mayshall keep confidential the name of each Mortgagor and shall not solicit any such Mortgagor for the purpose of refinancing the related Mortgage Loan. Within 280 days of the Closing Date, concurrently with the execution Trustee shall deliver to the Depositor and delivery hereof or at any time thereafterthe Servicer the Trustee's Certification, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which G attached hereto, setting forth the Trustee appoints a Custodian to hold status of the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review Files as of such documents required under the first paragraph of this Section 2.02date.

Acceptance by Trustee. The Trustee, Trustee acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments (unless the related Mortgage has been registered in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above and declares that it holds and will hold such documents and the other documents constituting a part of the Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set forth, for the use and benefit of all present and future Certificateholders. The Trustee agrees, for the benefit of Certificateholders, to review each Owner Mortgage Loan File within 45 days after execution of this Agreement in order to ascertain that all required documents set forth in Section 2.01 have been executed and received and appear regular on their face, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If within such 45 day period the Trustee finds any document constituting a part of an Owner Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular on its face, the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) notify the Seller, which shall have a period of 60 days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material defect is not so corrected or cured, the Seller will, not later than 60 days after the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may be, the Trustee shall release to the Seller the related Owner Mortgage Loan File and shall execute and deliver such instrument of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS)assignment, in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased Mortgage Loan or property. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, Trustee in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02.

Acceptance by Trustee. The TrusteeExcept as set forth in the Exception Report delivered contemporaneously herewith (the "Exception Report"), the Trustee acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments Note for each Mortgage Loan and delivery of a Mortgage File (unless the related Mortgage has been registered in the name but does not acknowledge receipt of MERS or its designee) and other all documents required to be delivered on the Closing Date pursuant included in such Mortgage File) with respect to Section 2.01 above each Mortgage Loan and declares that it holds and will hold such documents and the any other documents constituting a part of the Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set forth, trust for the use and benefit of all present and future Certificateholders. The Depositor will cause the Seller to repurchase any Mortgage Loans to which an exception was taken in the Exception Report unless such exception is cured to the satisfaction of the Trustee within 45 Business Days of the Closing Date. The Trustee agrees, for the benefit of Certificateholders, to review each Owner Mortgage Loan File delivered to it within 45 270 days after execution of this Agreement in order the Closing Date to ascertain that all documents required documents set forth in by Section 2.01 have been executed and received and appear regular on their facereceived, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereonExhibit A that have been conveyed to it. If within such 45 day period the Trustee finds any document or documents constituting a part of an Owner a Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified missing or defective (that is, mutilated, damaged, defaced or unexecuted) in the Mortgage Loan Schedule or not to appear regular on its faceany material respect, the Trustee shall promptly (and in any event within no event more than 30 days five Business Days) after the discovery of such defect) finding so notify the Seller, which shall have a period of 60 days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material defect is not so corrected or curedServicer, the Seller will, not later than 60 days after and the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substitutedDepositor. In addition, such Substitute the Trustee shall also notify the Servicer, the Seller and the Depositor, if (a) in examining the Mortgage Files, the documentation shows on its face (i) any adverse claim, lien or encumbrance, (ii) that any Mortgage Note was overdue or had been dishonored, (iii) any evidence on the face of any Mortgage Note or Mortgage of any security interest or other right or interest therein, or (iv) any defense against or claim to the Mortgage Note by any party or (b) the original Mortgage with evidence of recording thereon with respect to a Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that is not received within 270 days of the Closing Date; provided, however, that if the Depositor cannot deliver the original Mortgage Loan for which it is substituted. In the case with evidence of recording thereon because of a repurchased delay caused by the public recording office where such Mortgage Loan or propertyhas been delivered for recordation, the purchase price Depositor shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant deliver or cause to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee written notice stating that such Mortgage has been delivered to the appropriate public recording officer for recordation and thereafter the Substitution Principal AmountDepositor 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 request that the Seller correct or cure such omission, together with (i) interest on defect or other irregularity, or substitute a Mortgage Loan pursuant to the provisions of Section 3.03, within 60 days from the date the Seller was notified of such Substitution Principal Amount omission or defect and, if the Seller does not correct or cure such omission or defect within such period, that the Seller purchase such Mortgage Loan from the Trustee within 90 days from the date the Trustee notified the Seller of such omission, defect or other irregularity at the applicable Net Mortgage Interest Rate to the following Due Date Purchase Price of such Mortgage Loan. The Purchase Price 50 for any Mortgage Loan which is being substituted for and (ii) an amount equal purchased pursuant to this Section 2.02 shall be paid to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made Servicer and deposited by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon Collection Account promptly upon receipt, and, upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may bea Servicing Officer, the Trustee shall promptly release to the Seller the related Owner Mortgage Loan File and the Trustee shall execute and deliver such instrument instruments of transfer or assignment (orassignment, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS), in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased its designee, as the case may be, any Mortgage Loan or propertyreleased pursuant hereto, and the Trustee shall have no further responsibility with regard to such Mortgage Loan. It is understood and agreed that the obligation of the Seller to purchase, cure or substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect be under no duty or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant inspect, review and examine such documents, instruments, certificates or other papers to this Section 2.02determine that they are genuine, enforceable 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 mayshall keep confidential the name of each Mortgagor and shall not solicit any such Mortgagor for the purpose of refinancing the related Mortgage Loan. Within 280 days of the Closing Date, concurrently with the execution Trustee shall deliver to the Depositor and delivery hereof or at any time thereafterthe Servicer the Trustee's Certification, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which G attached hereto, setting forth the Trustee appoints a Custodian to hold status of the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review Files as of such documents required under the first paragraph of this Section 2.02date.

Acceptance by Trustee. The TrusteeExcept as set forth in the Exception Report delivered contemporaneously herewith (the "Exception Report"), the Trustee acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments Note for each Mortgage Loan and delivery of a Mortgage File (unless the related Mortgage has been registered in the name but does not acknowledge receipt of MERS or its designee) and other all documents required to be delivered on the Closing Date pursuant included in such Mortgage File) with respect to Section 2.01 above each Mortgage Loan and declares that it holds and will hold such documents and the any other documents constituting a part of the Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set forth, trust for the use and benefit of all present and future Certificateholders. The Depositor will cause the Seller to repurchase any Mortgage Loans to which an exception was taken in the Exception Report unless such exception is cured to the satisfaction of the Trustee within 45 Business Days of the Closing Date. The Trustee agrees, for the benefit of Certificateholders, to review each Owner Mortgage Loan File delivered to it within 45 270 days after execution of this Agreement in order the Closing Date to ascertain that all documents required documents set forth in by Section 2.01 have been executed and received and appear regular on their facereceived, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereonExhibit A that have been conveyed to it. If within such 45 day period the Trustee finds any document or documents constituting a part of an Owner a Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified missing or defective (that is, mutilated, damaged, defaced or unexecuted) in the Mortgage Loan Schedule or not to appear regular on its faceany material respect, the Trustee shall promptly (and in any event within no event more than 30 days five Business Days) after the discovery of such defect) finding so notify the SellerServicer, which the Seller and the Depositor. In addition, the Trustee shall have also notify the Servicer, the Seller and the Depositor, if (a)in examining the Mortgage Files, the documentation shows on its face (i) any adverse claim, lien or encumbrance, (ii) that any Mortgage Note was overdue or had been dishonored, (iii) any evidence on the face of any Mortgage Note or Mortgage of any security interest or other right or interest therein, or (iv) any defense against or claim to the Mortgage Note by any party or (b)the original Mortgage with evidence of recording thereon with respect to a period Mortgage Loan is not received within 270 days of 60 days after the date of such notice within which to Closing Date. The Trustee shall request that the Seller correct or cure any such defect. The omission, defect or other irregularity, or substitute a Mortgage Loan pursuant 36 to the provisions of Section 3.03, within 60 days from the date the Seller hereby covenants and agrees thatwas notified of such omission or defect and, if any material defect is not so corrected or cured, the Seller willdoes not correct or cure such omission or defect within such period, not later than 60 days after that the Trustee's notice to it referred to above respecting Seller purchase such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate Trustee within 90 days from the date the Trustee notified the Seller of such omission, defect or other irregularity at a price equal to (a) 100% of the unpaid principal balance Purchase Price of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute Loan. The Purchase Price for any Mortgage Loan purchased pursuant to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in this Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price 2.02 shall be paid to the Servicer and deposited by the Seller Servicer in the Certificate Collection Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loanpromptly upon receipt, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amountand, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may bea Servicing Officer, the Trustee shall promptly release to the Seller the related Owner Mortgage Loan File and the Trustee shall execute and deliver such instrument instruments of transfer or assignment (orassignment, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS), in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased its designee, as the case may be, any Mortgage Loan or propertyreleased pursuant hereto, and the Trustee shall have no further responsibility with regard to such Mortgage Loan. It is understood and agreed that the obligation of the Seller to purchase, cure or substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect be under no duty or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant inspect, review and examine such documents, instruments, certificates or other papers to this Section 2.02determine that they are genuine, enforceable 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 mayshall keep confidential the name of each Mortgagor and shall not solicit any such Mortgagor for the purpose of refinancing the related Mortgage Loan. Within 280 days of the Closing Date, concurrently with the execution Trustee shall deliver to the Depositor and delivery hereof or at any time thereafterthe Servicer the Trustee's Certification, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which G attached hereto, setting forth the Trustee appoints a Custodian to hold status of the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review Files as of such documents required under the first paragraph of this Section 2.02date.

Acceptance by Trustee. The TrusteeExcept as set forth in the Exception Report delivered contemporaneously herewith (the "Exception Report"), the Trustee acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments Note for each Mortgage Loan and delivery of a Mortgage File (unless the related Mortgage has been registered in the name but does not acknowledge receipt of MERS or its designee) and other all documents required to be delivered on the Closing Date pursuant included in such Mortgage File) with respect to Section 2.01 above each Mortgage Loan and declares that it holds and will hold such documents and the any other documents constituting a part of the Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set forth, trust for the use and benefit of all present and future Certificateholders. The Depositor will repurchase any Mortgage Loans to which an exception was taken in the Exception Report unless such exception is cured to the satisfaction of the Trustee within 45 Business Days of the Closing Date. The Trustee agrees, for the benefit of Certificateholders, to review each Owner Mortgage Loan File delivered to it within 45 270 days after execution of this Agreement in order the Closing Date to ascertain that all documents required documents set forth in by Section 2.01 have been executed and received and appear regular on their facereceived, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereonExhibit A that have been conveyed to it. If within such 45 day period the Trustee finds any document or documents constituting a part of an Owner a Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified missing or defective (that is, mutilated, damaged, defaced or unexecuted) in the Mortgage Loan Schedule or not to appear regular on its faceany material respect, the Trustee shall promptly (and in any event within no event more than 30 days five Business Days) after the discovery of such defect) finding so notify the SellerServicer and the Depositor. In addition, which the Trustee shall have also notify the Servicer and the Depositor, if (a) in examining the Mortgage Files, the documentation shows on its face (i) any adverse claim, lien or encumbrance, (ii) that any Mortgage Note was overdue or had been dishonored, (iii) any evidence on the face of any Mortgage Note or Mortgage of any security interest or other right or interest therein, or (iv) any defense against or claim to the Mortgage Note by any party or (b) the original Mortgage with evidence of recording thereon with respect to a period Mortgage Loan is not received within 270 days of 60 days after the date of such notice within which to Closing Date. The Trustee shall request that the Depositor correct or cure any such defect. The Seller hereby covenants and agrees thatomission, defect or other irregularity, or substitute a Mortgage Loan pursuant to the provisions of Section 3.03, within 60 days from the date the Depositor was notified of such omission or defect and, if any material the Depositor does not correct or cure such omission or defect is not so corrected or curedwithin such period, that the Seller will, not later than 60 days after the Trustee's notice to it referred to above respecting Depositor purchase such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate Trustee within 90 days from the date the Trustee notified the Depositor of such 39 45 omission, defect or other irregularity at a price equal to (a) 100% of the unpaid principal balance Purchase Price of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute Loan. The Purchase Price for any Mortgage Loan purchased pursuant to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in this Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price 2.02 shall be paid to the Servicer and deposited by the Seller Servicer in the Certificate Collection Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loanpromptly upon receipt, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amountand, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may bea Servicing Officer, the Trustee shall promptly release to the Seller Depositor the related Owner Mortgage Loan File and the Trustee shall execute and deliver such instrument instruments of transfer or assignment (orassignment, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS), in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted Depositor or repurchased its designee, as the case may be, any Mortgage Loan or propertyreleased pursuant hereto, and the Trustee shall have no further responsibility with regard to such Mortgage Loan. It is understood and agreed that the obligation of the Seller Depositor to purchase, cure or substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect be under no duty or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant inspect, review and examine such documents, instruments, certificates or other papers to this Section 2.02determine that they are genuine, enforceable 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 mayshall keep confidential the name of each Mortgagor and shall not solicit any such Mortgagor for the purpose of refinancing the related Mortgage Loan. Within 270 days of the Closing Date, concurrently with the execution Trustee shall deliver to the Depositor and delivery hereof or at any time thereafterthe Servicer the Trustee's Certification, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which G attached hereto, setting forth the Trustee appoints a Custodian to hold status of the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review Files as of such documents required under the first paragraph of this Section 2.02date.

Acceptance by Trustee. The Trustee, Trustee acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments (unless the related Mortgage has been registered in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above and declares that it holds and will hold such documents and the other documents constituting a part of the Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set forth, for the use and benefit of all present and future Certificateholders. The Trustee agrees, for the benefit of Certificateholders, to review each Owner Mortgage Loan File within 45 days after execution of this Agreement in order to ascertain that all required documents set forth in Section 2.01 have been executed and received and appear regular on their face, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If within such 45 day period the Trustee finds any document constituting a part of an Owner Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular on its face, the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) notify the Seller, which shall have a period of 60 days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material defect is not so corrected or cured, the Seller will, not later than 60 days after the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, Rate through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may be, the Trustee shall release to the Seller the related Owner Mortgage Loan File and shall execute and deliver such instrument of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS), in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased Mortgage Loan or property. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, Trustee in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02.

Acceptance by Trustee. The Trustee, by execution and delivery hereof, acknowledges receipt receipt, subject to the review described in the succeeding sentence, of the Mortgage Notes, the Mortgages, the assignments (unless the related Mortgage has been registered in the name of MERS or its designee) documents and other documents required property referred to be delivered on the Closing Date pursuant to in Section 2.01 above and declares that it the Trustee holds and will hold such documents and other property, including property yet to be received in the other documents constituting a part of the Owner Mortgage Loan Files delivered to it Trust Fund, in trust, upon the trusts herein set forth, for the use and benefit of all present and future Certificateholders. The Mortgage Document Custodian on behalf of the Trustee agreesshall, for the benefit of the Trustee and the Certificateholders, to review each Owner Mortgage Loan File within 45 90 days after execution and delivery of this Agreement in order Agreement, to ascertain that all required documents set forth in Section 2.01 have been executed and executed, received and appear regular on their facerecorded, if applicable, and that such documents relate to the Mortgage Loans identified in Exhibits B-1 and B-2 hereto. If in the course of such review the Mortgage Loan Schedule, and in so doing the Trustee may rely on the purported due execution and genuineness of any such Document Custodian finds a document and on the purported genuineness of any signature thereon. If within such 45 day period the Trustee finds any document or documents constituting a part of an Owner a Mortgage Loan File not to have been executed or received or to be unrelated to defective in any material respect, the Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular on its face, Document Custodian shall promptly so notify the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) notify the SellerCMSI, which whereupon CMSI shall have a period of 60 180 days after the date of such notice within which to correct or cure any such defectdefect (including correction or cure by substitution of Mortgage Loans to the extent permitted by Section 2.04). The Seller hereby covenants and agrees that, if If any such material defect is has not so been corrected or cured, the Seller CMSI will, not later than 60 180 days after the TrusteeMortgage Document Custodian's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate Trustee at a price equal to (ai) 100% of the unpaid principal balance of Adjusted Balance on such Mortgage Loan Loan, after taking into account any principal payable thereon on the Due Date in the month of repurchase, plus (bii) accrued and unpaid interest thereon at the Mortgage Interest Note Rate less in the case of a Third Party Mortgage Loan, the applicable Expense Rate, less any Fixed Retained Yield, through to the last first day of the month in which proceeds of such repurchase takes place or are distributed to the Certificateholders, plus (iii) any unreimbursed payments with respect to such Mortgage Loan, to the extent not covered in (ii) above, as part of a Voluntary Advance, a Trustee Advance or an Advance Account Advance whereupon all Voluntary Advances, Trustee Advances and Advance Account Advances will be reimbursed to the Trustee or deemed reimbursed to CMSI, as the case may be, with respect to such Mortgage Loan by such respective amounts. Notwithstanding the preceding two sentences, any material defect that causes a Mortgage Loan to fail to constitute a "qualified mortgage" within the meaning of Code Section 860G(a)(3) shall either be corrected or cured by CMSI or, failing such correction or cure, CMSI shall repurchase such Mortgage Loan at the price described in the preceding sentence (or, if within two years of the Startup Day, or such other period as may be permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such an Eligible Substitute Mortgage Loan originally been therefor pursuant to Section 2.04) no later than 90 days after the discovery of such material defect. Any such repurchase shall be considered a Mortgage Loan. In no event shall any Substitute prepayment in full of such Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the such Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited (net of reimbursed Voluntary Advances, Trustee Advances and Advance Account Advances) by the Seller CMSI in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loanand, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon upon receipt by the Trustee of written notification of any such deposit signed by an officer Authorized Officer of the Seller, or the new Owner Mortgage Loan File, as the case may beCMSI, the Trustee shall direct the Mortgage Document Custodian to release to the Seller CMSI the related Owner Mortgage Loan File and shall execute and deliver such instrument instruments of transfer or assignment (or, in furnished to the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS)Trustee, in each case without recourse, as CMSI shall be necessary reasonably request, to vest in CMSI any Mortgage Loan released pursuant hereto. Any repurchase by CMSI of a Mortgage Loan hereunder shall be deemed to include the Seller legal right to receive any Remittance thereon payable after the month of repurchase, and beneficial ownership the Trustee shall, upon receipt of any such Remittance, promptly remit the amount of such substituted or repurchased Mortgage Loan or propertyRemittance to CMSI. It is understood and agreed that the obligation of the Seller CMSI to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property make a substitution therefor pursuant to Section 2.04 as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting against CMSI with respect to such defect available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a Mortgage Document Custodial Agreement substantially in the form of Exhibit E C hereto pursuant to which the Trustee appoints a Mortgage Document Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, Documents in trust for the Trustee and the benefit of the Trustee and all present and future Certificateholders, which may provide, among other things, provide that the Mortgage Document Custodian shall conduct the review of such documents each Mortgage File required under the first paragraph of this Section 2.02, provided that, if the Mortgage Document Custodian so appointed is CMSI or an Affiliate of CMSI, the Trustee shall conduct such review.

Acceptance by Trustee. The Trustee, by execution and delivery hereof, acknowledges receipt receipt, subject to the review described in the following paragraph, of the Mortgage Notes, the Mortgages, the assignments (unless the related Mortgage has been registered in the name of MERS or its designee) documents and other documents required property referred to be delivered on the Closing Date pursuant to in Section 2.01 above and declares that it the Trustee holds and will hold such documents and other property, including property yet to be received in the other documents constituting a part of the Owner Mortgage Loan Files delivered to it Trust Fund, in trust, upon the trusts herein set forth, for the use and benefit of all present and future Certificateholders. The Trustee agrees(or the Custodian on the Trustee's behalf) shall, for the benefit of the Certificateholders, to review each Owner Mortgage Loan File within 45 120 days after execution of this Agreement in order the Issue Date, to ascertain that all required documents set forth in Section 2.01 have been executed and executed, received and appear regular on their facerecorded, if applicable, and that such documents relate to the Mortgage Loans identified in Exhibit B. If in the Mortgage Loan Schedule, and in so doing the Trustee may rely on the purported due execution and genuineness course of any such document and on the purported genuineness of any signature thereon. If within such 45 day period review the Trustee finds any a document or documents constituting a part of an Owner a Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified defective in the Mortgage Loan Schedule or not to appear regular on its faceany material respect, the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) so notify the SellerCRMSI, which whereupon CRMSI shall have a period of 60 180 days after the date of such notice within which to correct or cure any such defectdefect (including correction or cure by substitution if permitted by Section 2.04). The Seller hereby covenants and agrees that, if If any such material defect is has not so been corrected or cured, the Seller CRMSI will, not later than 60 180 days after the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate Trustee at a price (the "Loan Repurchase Price") equal to (ai) 100% of the unpaid principal balance Loan Balance of such Mortgage Loan plus as of the date of repurchase, plus, (bii) to the extent not previously advanced by the Servicer, accrued and unpaid interest thereon at the Mortgage Interest RateNote Rate to (but not including) the date of repurchase, less plus (iii) any Fixed Retained Yieldunreimbursed payments with respect to such Mortgage Loan, through to the last day of the month extent not covered in which such repurchase takes place or (ii) above, as part of a Servicing Advance, a Delinquency Advance, a Bi-Weekly Interest Advance or a Simple Interest Advance, plus (iv) any unreimbursed costs, penalties or damages incurred by the Trustee or the Trust Fund in connection with any violation of applicable predatory or abusive lending laws with respect to such Mortgage Loan or otherwise incurred in connection with such material defect. Notwithstanding the preceding two sentences, any material defect that causes a Mortgage Loan to fail to constitute a "qualified mortgage" within the meaning of Code Section 860G(a)(3) shall either be corrected or cured by CRMSI or, failing such correction or cure, CRMSI shall repurchase such Mortgage Loan at the Loan Repurchase Price (or, if within two years of the Startup Day, or such other period as may be permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Qualified Substitute Mortgage Loan originally been therefor pursuant to Section 2.04) no later than 90 days after the discovery of such material defect. Any such repurchase shall be considered a Mortgage Loan. In no event shall any Substitute prepayment in full of such Mortgage Loan have an unpaid principal balance, as of the on date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to repurchase and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller CRMSI in the Certificate Collection Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loanand, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon upon receipt by the Trustee of written notification of any such deposit signed by an officer Authorized Officer of the Seller, or the new Owner Mortgage Loan File, as the case may beCRMSI, the Trustee shall release to the Seller CRMSI or its designee the related Owner Mortgage Loan File and shall execute and deliver such instrument instruments of transfer or assignment (or, in furnished to the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS)Trustee, in each case without recourse, as CRMSI shall be necessary reasonably request, to vest in CRMSI or such designee any Mortgage Loan so released. Any repurchase by CRMSI of a Mortgage Loan hereunder shall be deemed to include the Seller legal right to receive any Scheduled Payment or other remittance thereon payable or received after the date of repurchase, and beneficial ownership the Trustee or the Paying Agent shall, upon receipt thereof, promptly remit the amount of such substituted Scheduled Payment or repurchased Mortgage Loan or propertyother remittance to CRMSI. It is understood and agreed that the obligation of the Seller CRMSI to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property make a substitution therefor pursuant to Section 2.04 as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting against CRMSI with respect to such defect available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02.

Acceptance by Trustee. The TrusteeExcept as set forth in the Exception Report delivered contemporaneously herewith (the "Exception Report"), the Trustee acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments Note for each Mortgage Loan and delivery of a Mortgage File (unless the related Mortgage has been registered in the name but does not acknowledge receipt of MERS or its designee) and other all documents required to be delivered on the Closing Date pursuant included in such Mortgage File) with respect to Section 2.01 above each Mortgage Loan and declares that it holds and will hold such documents and the any other documents constituting a part of the Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set forth, trust for the use and benefit of all present and future Certificateholders. The Depositor will cause the Seller to repurchase any Mortgage Loans to which an exception was taken in the Exception Report unless such exception is cured to the satisfaction of the Trustee within 45 Business Days of the Closing Date. The Trustee agrees, for the benefit of Certificateholders, to review each Owner Mortgage Loan File delivered to it within 45 270 days after execution of this Agreement in order the Closing Date to ascertain that all documents required documents set forth in by Section 2.01 have been executed and received and appear regular on their facereceived, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, Exhibit A-1 and in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereonExhibit A-2 that have been conveyed to it. If within such 45 day period the Trustee finds any document or documents constituting a part of an Owner a Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified missing or defective (that is, mutilated, damaged, defaced or unexecuted) in the Mortgage Loan Schedule or not to appear regular on its faceany material respect, the Trustee shall promptly (and in any event within no event more than 30 days five Business Days) after the discovery of such defect) finding so notify the Sellerrelated Servicer, which the Seller and the Depositor. In addition, the Trustee shall have also notify the related Servicer, the Seller and the Depositor, if (a) in examining the Mortgage Files, the documentation shows on its face (i) any adverse claim, lien or encumbrance, (ii) that any Mortgage Note was overdue or had been dishonored, (iii) any evidence on the face of any Mortgage Note or Mortgage of any security interest or other right or interest therein, or (iv) any defense against or claim to the Mortgage Note by any party or (b) the original Mortgage with evidence of recording thereon with respect to a period Mortgage Loan is not received within 270 days of 60 days after the date of such notice within which to Closing Date. The Trustee shall request that the Seller correct or cure any such defect. The omission, defect or other irregularity, or substitute a Mortgage Loan pursuant to the provisions of Section 3.03, within 60 days from the date the Seller hereby covenants and agrees thatwas notified of such omission or defect and, if any material defect is not so corrected or cured, the Seller willdoes not correct or cure such omission or defect within such period, not later than 60 days after that the Trustee's notice to it referred to above respecting Seller purchase such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate Trustee within 90 days from the date the Trustee notified the Seller of such omission, defect or other irregularity at a price equal to (a) 100% of the unpaid principal balance Purchase Price of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute Loan. The Purchase Price for any Mortgage Loan purchased pursuant to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in this Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price 2.02 shall be paid to the related Servicer and deposited by the Seller related Servicer in the Certificate related Collection Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loanpromptly upon receipt, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amountand, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may bea Servicing Officer, the Trustee shall promptly release to the Seller the related Owner Mortgage Loan File and the Trustee shall execute and deliver such instrument instruments of transfer or assignment (orassignment, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS), in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased its designee, as the case may be, any Mortgage Loan or propertyreleased pursuant hereto, and the Trustee shall have no further responsibility with regard to such Mortgage Loan. It is understood and agreed that the obligation of the Seller to purchase, cure or substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect be under no duty or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant inspect, review and examine such documents, instruments, certificates or other papers to this Section 2.02determine that they are genuine, enforceable 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 mayshall keep confidential the name of each Mortgagor and shall not solicit any such Mortgagor for the purpose of refinancing the related Mortgage Loan. Within 280 days of the Closing Date, concurrently with the execution Trustee shall deliver to the Depositor and delivery hereof or at any time thereaftereach Servicer the Trustee's Certification, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which G attached hereto, setting forth the Trustee appoints a Custodian to hold status of the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review Files as of such documents required under the first paragraph of this Section 2.02date.

Acceptance by Trustee. The Trustee, Trustee acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments (unless the related Mortgage has been registered documents referred to in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above subject to the examination referred to below, and declares that it the Trustee holds and will hold such documents and the other documents constituting a part of the Owner Mortgage Loan Files delivered to it in trust, upon the trusts terms herein set forth, for the use and benefit of all present and future Certificateholders. The Trustee agrees, for the benefit of Certificateholders, to have the Custodian review each Owner Mortgage Loan File within 45 90 days after execution and delivery of this Agreement in order Agreement, to ascertain that all required documents set forth in Section 2.01 have been executed and executed, received and appear regular on their facerecorded, if applicable, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan ScheduleExhibit F hereto. In performing such review, and in so doing the Trustee may rely on upon the purported genuineness and due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If within in the course of such 45 day period review the Trustee finds any document or documents constituting a part of an Owner a Mortgage Loan File not to have been executed omitted or received or to be unrelated to the Mortgage Loans identified defective in the Mortgage Loan Schedule or not to appear regular on its faceany material respect, the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) so notify the SellerMaster Servicer, which the Seller and the Depositor. The Master Servicer shall have a period of 60 days after promptly request that the date of such notice within which to Seller correct or cure any such defect. The omission or defect within 90 days from the date the Seller hereby covenants and agrees thatwas notified of such omission or defect and, if any material the Seller does not correct or cure such omission or defect is not so corrected or curedwithin such period, the Seller will, not later than 60 days after shall purchase such Mortgage Loan from the Trustee's notice to it referred to above respecting such defect, either Trustee (i) repurchase on the related Mortgage Loan or any property acquired Distribution Date in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of month following the month in which such repurchase takes place 90-day period expired at the Purchase Price of such Mortgage Loan or (ii) upon the expiration of such 90-day period if within two years of the Startup Day, omission or such other period permitted by defect would result in the REMIC Provisions, substitute for any related Mortgage Loan to which such material defect relates, not being a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Qualified Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as for purposes of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitutionSection 860G(a)(3) of the Mortgage Loan for which it is substituted. In additionCode; provided, however, that if such Substitute Mortgage Loan shall defect relates solely to the inability of Seller to deliver the original Security Instrument or intervening assignments thereof or assumption or modification agreement, or a certified copy because the originals of such documents, or a certified copy have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited not been returned by the applicable jurisdiction, Seller in the Certificate Account maintained by the Master Servicer pursuant shall not be required to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of purchase such Mortgage Loan which is being substituted if Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 270 days after the Closing Date. The Purchase Price for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such purchased Mortgage Loan, Loan shall be deposited in the Certificate Account. The Monthly Payment on Account no later than the Substitute Mortgage Loan for the Due related Certificate Account Deposit Date in the month of substitution shall not be part of the Trust Estate. Upon and, upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may be, the Trustee shall release to the applicable Seller the related Owner Mortgage Loan File and the Trustee shall execute and deliver such instrument instruments of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS)assignment, in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased its designee any Mortgage Loan or propertyreleased pursuant hereto. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage Loan for or repurchase purchase any Mortgage Loan or property as to which such a material defect in or omission of a constituent document exists shall constitute the sole remedy against the Seller respecting such defect or omission available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure An Opinion of Counsel to the effect set forth in Section 2.04(d) shall be delivered to the Trustee to give in connection with any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02repurchase.

Acceptance by Trustee. The Trustee, Trustee acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments (unless the related Mortgage has been registered documents referred to in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above subject to the examination referred to below, and declares that it the Trustee holds and will hold such documents and the other documents constituting a part of the Owner Mortgage Loan Files delivered to it in trust, upon the trusts terms herein set forth, for the use and benefit of all present and future Certificateholders. The Trustee agrees, for the benefit of Certificateholders, to have the Custodian review each Owner Mortgage Loan File within 45 90 days after execution and delivery of this Agreement in order Agreement, to ascertain that all required documents set forth in Section 2.01 have been executed and executed, received and appear regular on their facerecorded, if applicable, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan ScheduleExhibit F hereto. In performing such review, and in so doing the Trustee may rely on upon the purported genuineness and due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If within in the course of such 45 day period review the Trustee finds any document or documents constituting a part of an Owner a Mortgage Loan File not to have been executed omitted or received or to be unrelated to the Mortgage Loans identified defective in the Mortgage Loan Schedule or not to appear regular on its faceany material respect, the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) so notify the SellerMaster Servicer, which the Seller and the Sponsor. The Master Servicer shall have a period of 60 days after promptly request that the date of such notice within which to Seller correct or cure any such defect. The omission or defect within 90 days from the date the Seller hereby covenants and agrees thatwas notified of such omission or defect and, if any material the Seller does not correct or cure such omission or defect is not so corrected or curedwithin such period, the Seller will, not later than 60 days after shall purchase such Mortgage Loan from the Trustee's notice to it referred to above respecting such defect, either Trustee (i) repurchase on the related Mortgage Loan or any property acquired Distribution Date in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of month following the month in which such repurchase takes place 90-day period expired at the Purchase Price of such Mortgage Loan or (ii) upon the expiration of such 90-day period if within two years of the Startup Day, omission or such other period permitted by defect would result in the REMIC Provisions, substitute for any related Mortgage Loan to which such material defect relates, not being a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Qualified Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as for purposes of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitutionSection 860G(a)(3) of the Mortgage Loan for which it is substituted. In additionCode; provided, however, that if such Substitute Mortgage Loan shall defect relates solely to the inability of Seller to deliver the original Security Instrument or intervening assignments thereof or assumption or modification agreement, or a certified copy because the originals of such documents, or a certified copy have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited not been returned by the applicable jurisdiction, Seller in the Certificate Account maintained by the Master Servicer pursuant shall not be required to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of purchase such Mortgage Loan which is being substituted if Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 270 days after the Closing Date. The Purchase Price for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such purchased Mortgage Loan, Loan shall be deposited in the Certificate Account. The Monthly Payment on Account no later than the Substitute Mortgage Loan for the Due related Certificate Account Deposit Date in the month of substitution shall not be part of the Trust Estate. Upon and, upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may be, the Trustee shall release to the applicable Seller the related Owner Mortgage Loan File and the Trustee shall execute and deliver such instrument instruments of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS)assignment, in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased its designee any Mortgage Loan or propertyreleased pursuant hereto. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage Loan for or repurchase purchase any Mortgage Loan or property as to which such a material defect in or omission of a constituent document exists shall constitute the sole remedy against the Seller respecting such defect or omission available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure An Opinion of Counsel to the effect set forth in Section 2.04(d) shall be delivered to the Trustee to give in connection with any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02repurchase.

Acceptance by Trustee. The Trustee, Trustee hereby acknowledges its receipt of the Certificate Insurance Policies and the sale and assignment of the Mortgage NotesLoans, and, subject to the Mortgagesreview provided for in this Section 2.02 and the period for delivery provided for in Section 2.01, its receipt or that of the assignments (unless Custodian on behalf of the related Trustee of the Mortgage has been registered in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above Files, and declares that it the Trustee or the Custodian on behalf of the Trustee holds and will hold such documents and the other documents constituting a part of the Owner Mortgage Loan Files delivered to all amounts received by it thereunder and hereunder in trust, upon the trusts terms herein set forth, for the use and benefit of all present and future Certificateholders and the Certificate Insurer. If the Seller is given notice under this Section 2.02 that a Mortgage File is defective or incomplete and if the Seller does not correct or cure such omission or defect within the 60-day period specified in Section 2.02, the Seller shall purchase such Mortgage Loan from the Trustee (i) on the Determination Date in the month following the month in which such 60-day period expired at the Purchase Price of such Mortgage Loan or (ii) upon the expiration of such 60-day period if the omission or defect would result in the related Mortgage Loan not being a Qualified Mortgage Loan for purposes of Section 860G(a)(3) of the Code. The Purchase Price for the purchased Mortgage Loan shall be deposited in the Collection Account no later than the applicable Determination Date or the Business Day preceding the expiration of such 60-day period, as the case may be; and, upon receipt by the Trustee or the Custodian on behalf of the Trustee of written notification of such deposit signed by a Responsible Officer of the Seller, the Trustee or the Custodian on behalf of the Trustee shall release to the Seller the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller or its designee any Mortgage Loan released pursuant hereto. It is understood and agreed that the obligation of the Seller to purchase any Mortgage Loan as to which a material defect in or omission of a constituent document exists shall constitute the sole remedy against the Seller respecting such defect or omission available to the Certificateholders, the Certificate Insurer or the Trustee on behalf of Certificateholders. The Trustee agrees, for An Opinion of Counsel to the benefit of Certificateholders, to review each Owner Mortgage Loan File within 45 days after execution of this Agreement in order to ascertain that all required documents effect set forth in Section 2.01 2.05(d) shall be delivered to the Trustee and the Certificate Insurer in connection with any such repurchase. The Servicer, promptly following the transfer of (i) a Defective Mortgage Loan from or (ii) an Eligible Substitute Mortgage Loan to the Trust pursuant to this Section 2.02 or Section 2.05, as the case may be, shall amend the Mortgage Loan Schedule, appropriately mark the Electronic Ledger and make appropriate entries in its genexxx account records to reflect such transfer and the addition of any Eligible Substitute Mortgage Loan, if applicable. No later than the 30th day following the Closing Date, the Trustee or the Custodian on behalf of the Trustee shall certify to the Certificate Insurer, the Seller and the Servicer (and the Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and that, as to each Mortgage Loan listed in the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the certification in the form annexed hereto as Exhibit O as not covered by such certification), (i) all documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) of Section 2.01(a) are in its possession, (ii) such documents have been executed and received reviewed by it and appear regular on their face, face and that such documents relate to such Mortgage Loan, (iii) based on its examination and only as to the Mortgage Loans identified foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii), (iii), (v) and (vii) of the definition of "Mortgage Loan Schedule, and " accurately reflects information set forth in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereonMortgage File. If within such 45 30-day period the Trustee or the Custodian on behalf of the Trustee finds any document constituting a part of an Owner a Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified in the said Mortgage Loan Schedule or, if in the course of its review, the Trustee or not to appear regular the Custodian on its facebehalf of the Trustee determines that such Mortgage File is otherwise defective in any material respect, the Trustee or the Custodian on behalf of the Trustee shall promptly (upon the conclusion of its review notify in the form of an exception report and in no event more than 30 days after the discovery of such defect) notify the Seller, which Seller shall have a period of 60 days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material defect is not so corrected or cured, On the Seller will, not later than 60 days after 360th day following the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may beClosing Date, the Trustee shall release to the Seller the related Owner Mortgage Loan File and shall execute and deliver such instrument of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS), in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased Mortgage Loan or property. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Certificateholders or the Trustee Custodian on behalf of the Certificateholders. The failure of Trustee shall deliver to the Trustee to give any notice contemplated herein within forty-five (45) days after Certificate Insurer, the execution of this Agreement shall not affect or relieve Seller and the Seller's obligation to repurchase any Mortgage Loan Servicer an updated exception report showing the documents outstanding pursuant to this Section 2.02. The Trustee may, concurrently 2.01(a) along with a final certification annexed hereto as Exhibit P from the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially previous certification issued in the form of Exhibit E O. The Trustee or the Custodian on behalf of the Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Trustee or the Custodian on behalf of the Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit P, (i) the Trustee or the Custodian on behalf of the Trustee shall provide to the Certificate Insurer, the Servicer and the Seller (and to the Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to which Section 2.01(a) until all such exceptions have been eliminated and (ii) the Seller shall provide to the Certificate Insurer, the Trustee appoints or the Custodian on behalf of the Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; PROVIDED that the delivery of the final certification shall not act as a waiver of any of the rights the Certificate Insurer or the Certificateholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Trustee nor the Custodian makes any representations as to hold and shall not be responsible to verify (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02Loans.

Acceptance by Trustee. The Trustee, Trustee hereby acknowledges its receipt of the Certificate Insurance Policy and the sale and assignment of the Mortgage NotesLoans, and, subject to the Mortgagesreview provided for in this Section 2.02 and the period for delivery provided for in Section 2.01, its receipt or that of the assignments (unless Custodian on behalf of the related Trustee of the Mortgage has been registered in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above Files, and declares that it the Trustee or the Custodian on behalf of the Trustee holds and will hold such documents and the other documents constituting a part of the Owner Mortgage Loan Files delivered to all amounts received by it thereunder and hereunder in trust, upon the trusts terms herein set forth, for the use and benefit of all present and future Certificateholders and the Certificate Insurer. If the Seller is given notice under this Section 2.02 that a Mortgage File is defective or incomplete and if the Seller does not correct or cure such omission or defect within the 60-day period specified in Section 2.02, the Seller shall purchase such Mortgage Loan from the Trustee (i) on the Determination Date in the month following the month in which such 60-day period expired at the Purchase Price of such Mortgage Loan or (ii) upon the expiration of such 60-day period if the omission or defect would result in the related Mortgage Loan not being a Qualified Mortgage Loan for purposes of Section 860G(a)(3) of the Code. The Purchase Price for the purchased Mortgage Loan shall be deposited in the Collection Account no later than the applicable Determination Date or the Business Day preceding the expiration of such 60-day period, as the case may be; and, upon receipt by the Trustee or the Custodian on behalf of the Trustee of written notification of such deposit signed by a Responsible Officer of the Seller, the Trustee or the Custodian on behalf of the Trustee shall release to the Seller the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller or its designee any Mortgage Loan released pursuant hereto. It is understood and agreed that the obligation of the Seller to purchase any Mortgage Loan as to which a material defect in or omission of a constituent document exists shall constitute the sole remedy against the Seller respecting such defect or omission available to the Certificate Insurer, Certificateholders or the Trustee on behalf of Certificateholders. The Trustee agrees, for An Opinion of Counsel to the benefit of Certificateholders, to review each Owner Mortgage Loan File within 45 days after execution of this Agreement in order to ascertain that all required documents effect set forth in Section 2.01 2.05(d) shall be delivered to the Trustee and the Certificate Insurer in connection with any such repurchase. The Servicer, promptly following the transfer of (i) a Defective Mortgage Loan from or (ii) an Eligible Substitute Mortgage Loan to the Trust pursuant to this Section 2.02 or Section 2.05, as the case may be, shall amend the Mortgage Loan Schedule, appropriately xxxx the Electronic Ledger and make appropriate entries in its general account records to reflect such transfer and the addition of any Eligible Substitute Mortgage Loan, if applicable. No later than the 30th day following the Closing Date, the Trustee or the Custodian on behalf of the Trustee shall certify to the Certificate Insurer, the Seller and the Servicer (and the Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and that, as to each Mortgage Loan listed in the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the certification in the form annexed hereto as Exhibit O as not covered by such certification), (i) all documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) of Section 2.01(a) are in its possession, (ii) such documents have been executed and received reviewed by it and appear regular on their face, face and that such documents relate to such Mortgage Loan, (iii) based on its examination and only as to the Mortgage Loans identified foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii), (iii), (v) and (vii) of the definition of "Mortgage Loan Schedule, and " accurately reflects information set forth in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereonMortgage File. If within such 45 30-day period the Trustee or the Custodian on behalf of the Trustee finds any document constituting a part of an Owner a Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified in the said Mortgage Loan Schedule or, if in the course of its review, the Trustee or not to appear regular the Custodian on its facebehalf of the Trustee determines that such Mortgage File is otherwise defective in any material respect, the Trustee or the Custodian on behalf of the Trustee shall promptly (upon the conclusion of its review notify in the form of an exception report and in no event more than 30 days after the discovery of such defect) notify the Seller, which Seller shall have a period of 60 days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material defect is not so corrected or cured, On the Seller will, not later than 60 days after 360th day following the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may beClosing Date, the Trustee shall release to the Seller the related Owner Mortgage Loan File and shall execute and deliver such instrument of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS), in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased Mortgage Loan or property. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Certificateholders or the Trustee Custodian on behalf of the Certificateholders. The failure of Trustee shall deliver to the Trustee to give any notice contemplated herein within forty-five (45) days after Certificate Insurer, the execution of this Agreement shall not affect or relieve Seller and the Seller's obligation to repurchase any Mortgage Loan Servicer an updated exception report showing the documents outstanding pursuant to this Section 2.02. The Trustee may, concurrently 2.01(a) along with a final certification annexed hereto as Exhibit P from the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially previous certification issued in the form of Exhibit E O. The Trustee or the Custodian on behalf of the Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Trustee or the Custodian on behalf of the Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit P, (i) the Trustee or the Custodian on behalf of the Trustee shall provide to the Certificate Insurer, the Servicer and the Seller (and to the Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to which Section 2.01(a) until all such exceptions have been eliminated and (ii) the Seller shall provide to the Certificate Insurer, the Trustee appoints or the Custodian on behalf of the Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Certificate Insurer or the Certificateholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Trustee nor the Custodian makes any representations as to hold and shall not be responsible to verify (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02Loans.

Acceptance by Trustee. The Subject to the provisions of the following paragraph, pursuant to the Custodial Agreement, the Custodian, on behalf of the Trustee, acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments (unless the related Mortgage has been registered in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above and declares will declare that it holds and will hold such the documents delivered to it pursuant to Section 2.01 above and the other documents constituting a part of the Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set forth, for the use and benefit of all present and future Certificateholders. The Upon execution of this Agreement, the Custodian will deliver to the Seller and the Trustee agrees, for an initial certification in the benefit form of CertificateholdersExhibit N hereto, to the effect that, except as may be specified in a list of exceptions attached thereto, it has received the original Mortgage Notes relating to each Mortgage Loan on the Mortgage Loan Schedule. The Custodian will review each Owner Mortgage Loan File within 45 days after execution of this Agreement and will deliver to the Seller and the Trustee a final certification in order the form of Exhibit O hereto to ascertain that the effect that, except as may be specified in a list of exceptions attached thereto, all required documents set forth in Section 2.01 have been executed and received and appear regular on their face, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan ScheduleSchedule based on a comparison of the Mortgage Loan identifying number, Mortgagor name and street address, and in so doing the Trustee Custodian may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If within such 45 day period the Trustee Custodian finds any document constituting a part of an Owner Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular on its face, the Trustee shall promptly (and in no event more than 30 days after the discovery of such defectfinal certification) notify the Seller, which shall have a period of 60 days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material defect is not so corrected or cured, the Seller will, not later than 60 days after the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, Rate through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee Custodian and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon receipt by the Trustee Custodian of written notification of any such deposit a Request for Release signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may be, the Trustee Custodian shall release to the Seller the related Owner Mortgage Loan File and shall File. The Trustee execute and deliver such instrument of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS), in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased Mortgage Loan or property. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Custodian to give the final certification or the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement required time periods shall not affect or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02.

Acceptance by Trustee. The Trustee, Trustee hereby acknowledges receipt the sale and assignment of the Mortgage NotesLoans, and, subject to the Mortgagesreview provided for in this Section 2.02 and the period for delivery provided for in Section 2.01, its receipt or that of the assignments (unless Custodian on behalf of the related Trustee of the Mortgage has been registered in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above Files, and declares that it the Trustee or the Custodian on behalf of the Trustee holds and will hold such documents and the other documents constituting a part of the Owner Mortgage Loan Files delivered to all amounts received by it thereunder and hereunder in trust, upon the trusts terms herein set forth, for the use and benefit of all present and future Certificateholders and the Certificate Insurer. If the Seller is given notice under this Section 2.02 that a Mortgage File is defective or incomplete and if the Seller does not correct or cure such omission or defect within the 90-day period specified in this Section 2.02, the Seller shall purchase such Mortgage Loan from the Trustee (i) on the Determination Date in the month following the month in which such 90-day period expired at the Purchase Price of such Mortgage Loan or (ii) upon the expiration of such 90-day period if the omission or defect would result in the related Mortgage Loan not being a Qualified Mortgage Loan for purposes of Section 860G(a)(3) of the Code. At any time the Seller exercises its option to repurchase any Mortgage Loan pursuant to Section 2.04(b), the Seller shall notify the Depositor, the Servicer and the Trustee of any such repurchase no later than five Business Days prior to the Determination Date of the month in which it wishes to repurchase such Mortgage Loans and the Seller shall repurchase such Mortgage Loan from the Trustee on such Determination Date. The Purchase Price for any purchased or repurchased Mortgage Loan shall be delivered to the Servicer for deposit in the Collection Account (and the Servicer shall deposit such amount upon receipt) no later than the applicable Determination Date or the Business Day preceding the expiration of such 90-day period, as the case may be; and, upon receipt by the Trustee or the Custodian on behalf of the Trustee of written notification of such deposit signed by a Responsible Officer of the Seller, the Trustee or the Custodian on behalf of the Trustee shall release to the Seller the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller or its designee any Mortgage Loan released pursuant hereto. It is understood and agreed that the obligation of the Seller to purchase any Mortgage Loan as to which a material defect in or omission of a constituent document exists shall constitute the sole remedy against the Seller respecting such defect or omission available to the Servicer (in its role as such), the Certificateholders, or the Trustee on behalf of Certificateholders. The Trustee agrees, for An Opinion of Counsel to the benefit of Certificateholders, to review each Owner Mortgage Loan File within 45 days after execution of this Agreement in order to ascertain that all required documents effect set forth in Section 2.01 2.05(d) shall be delivered to the Trustee in connection with any purchase or repurchase pursuant to this Section 2.02. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Servicer shall, at the Seller’s expense, either (i) cause MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS® System in accordance with MERS’ rules and regulations or (ii) cause MERS to designate on the MERS® System the Seller as the beneficial holder of such Mortgage Loan. The Seller, promptly following the transfer of (i) a Mortgage Loan from or (ii) an Eligible Substitute Mortgage Loan to the Trust pursuant to this Section 2.02 or Section 2.05, as the case may be, shall amend the Mortgage Loan Schedule, appropriately xxxx the Electronic Ledger and make appropriate entries in its general account records to reflect such transfer and the addition of any Eligible Substitute Mortgage Loan, if applicable. On the Closing Date or no later than the 45th day following the Closing Date, the Trustee or the Custodian on behalf of the Trustee shall certify to the Seller, the Depositor and the Servicer (and the Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and that, as to each Mortgage Loan listed in the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the certification in the form annexed hereto as Exhibit O as not covered by such certification), (i) all documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of Section 2.01(a) are in its possession, (ii) such documents have been executed and received reviewed by it and appear regular on their face, face and that such documents relate to such Mortgage Loan, (iii) based on its examination and only as to the Mortgage Loans identified foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule, and ” accurately reflects information set forth in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereonMortgage File. If within such 45 45-day period the Trustee or the Custodian on behalf of the Trustee finds any document constituting a part of an Owner a Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified in the said Mortgage Loan Schedule or, if in the course of its review, the Trustee or not to appear regular the Custodian on its facebehalf of the Trustee determines that such Mortgage File is otherwise defective in any material respect, the Trustee or the Custodian on behalf of the Trustee shall promptly (and in no event more than 30 days after upon the discovery conclusion of such defect) its review notify the Seller, which Seller in the form of an exception report and the Seller shall have a period of 60 ninety (90) days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material defect is not so corrected or cured, On the Seller will, not later than 60 days after 360th day following the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may beClosing Date, the Trustee shall release to the Seller the related Owner Mortgage Loan File and shall execute and deliver such instrument of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS), in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased Mortgage Loan or property. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Certificateholders or the Trustee Custodian on behalf of the Certificateholders. The failure of Trustee shall deliver to the Trustee to give any notice contemplated herein within forty-five (45) days after Seller and the execution of this Agreement shall not affect or relieve Servicer an exception report showing the Seller's obligation to repurchase any Mortgage Loan documents outstanding pursuant to this Section 2.02. The Trustee may, concurrently 2.01(a) along with a final certification annexed hereto as Exhibit P updated from the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially previous certification issued in the form of Exhibit E O. The Trustee or the Custodian on behalf of the Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Trustee or the Custodian on behalf of the Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit P, (i) the Trustee or the Custodian on behalf of the Trustee shall provide to the Servicer and the Seller (and to the Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to which Section 2.01(a) until all such exceptions have been eliminated and (ii) the Seller shall provide to the Trustee appoints or the Custodian on behalf of the Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Certificateholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Trustee nor the Custodian makes any representations as to hold and shall not be responsible to verify (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02Loans.

Acceptance by Trustee. (a) The Trustee, Trustee hereby acknowledges --------------------- its receipt of the Mortgage Notes, the Mortgages, the assignments (unless the related Mortgage has been registered in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above Policy and declares that it the Trustee holds and will hold such documents Policy, and the will hold all other documents constituting a part of the Owner Mortgage Loan Files delivered to it pursuant to Section 2.01, and all amounts received by it thereunder and hereunder, in trust, upon the trusts terms herein set forth, for the use and benefit of all present and future CertificateholdersCertificateholders and the Credit Enhancer. The On the Closing Date, the Trustee agreesshall execute and deliver to the Depositor, for the benefit of CertificateholdersMaster Servicer and the Sponsor (with a copy to the Credit Enhancer) an Initial Certification in the form annexed hereto as Exhibit H-1. Based on its review and examination, and only as to review each Owner Mortgage Loan File within 45 days after execution of this Agreement the documents identified in order to ascertain such Initial Certification, the Trustee shall acknowledge that all required such documents set forth in Section 2.01 have been executed and received and appear regular on their faceface and relate to each Mortgage Loan. No later than thirty-two (32) days after the Closing Date, the Trustee shall execute and deliver to the Depositor, the Master Servicer and the Sponsor (with a copy to the Credit Enhancer) an Initial Certification in the form annexed hereto as Exhibit H-2. Based on its review and examination, and only as to the documents identified in such Delay Delivery Certification, the Trustee shall acknowledge that such documents appear regular on their face and relate to each Mortgage Loan. Not later than 180 days after the Mortgage Loans identified Closing Date, the Trustee shall deliver to the Depositor, the Master Servicer and the Sponsor (with a copy to the Credit Enhancer) a Final Certification in the Mortgage Loan Scheduleform annexed hereto as Exhibit I, and in so doing the Trustee may rely on the purported due execution and genuineness of with any such document and on the purported genuineness of any signature applicable exceptions noted thereon. If within such 45 day period If, in the course of its review in connection with the Final Certification, the Trustee finds any document constituting a part of an Owner a Mortgage Loan File which does not to have been executed or received or to be unrelated to meet the Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular on its facerequirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Sponsor shall promptly (and in no event more than 30 days after the discovery of such defect) notify the Seller, which shall have a period of 60 days after the date of such notice within which to correct or cure any such defect within 90 days from the date it was so notified of such defect. The Seller hereby covenants and agrees thatTrustee shall be under no duty or obligation to inspect, if any material defect is not so corrected review or curedexamine said documents, instruments, certificates or other papers to determine that the Seller willsame are genuine, not later 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 60 days after the Trustee's notice what they purport to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for be on their face. In reviewing any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer File pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may bethis Section, the Trustee shall release have no responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Seller Trustee is the related Owner Mortgage Loan File and shall execute and deliver such instrument of transfer assignee or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERSendorsee), whether any document has been recorded in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased Mortgage Loan or property. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently accordance with the execution and delivery hereof requirements of any applicable jurisdiction, or at whether a blanket assignment is permitted in any time thereafterapplicable jurisdiction, enter into whether any Person executing any document is authorized to do so or whether any signature thereon is genuine, but shall only be required to determine whether a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other thingsdocument has been executed, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02it appears to be what it purports to be, and, where applicable, that it purports to be recorded.

Acceptance by Trustee. The Trustee, Trustee acknowledges receipt the assignment to it of the Mortgage Notes, documents referred to in clause A(i) of Exhibit B and shall acknowledge in an Initial Certification substantially in the Mortgages, the assignments form attached hereto as Exhibit H (unless with any applicable exceptions noted thereon) that it confirms that such documents are included in the related Mortgage has File and that such documents appear regular on their face and relate to such Mortgage Loan; provided that the Trustee shall be under no duty or obligation to determine that said documents, instruments, certificates or other papers are genuine, enforceable or appropriate for the represented purpose or that they have actually been registered recorded in the name of MERS real estate records or its designee) and that they are other documents required than what they purport to be delivered on the Closing Date pursuant to Section 2.01 above and declares that it holds and their face. The Trustee will hold such documents and the any other documents constituting a part of the Owner Mortgage Loan Files delivered to it (and such other assets as are included in trust, upon the trusts herein set forth, Trust Fund) in trust for the use and benefit of all present and future Certificateholders. The Trustee agreeswill maintain possession of the Mortgage Notes in the State of Minnesota, unless otherwise permitted by the Trustee. During the period any Mortgage Loan is subject to this Agreement, if the Trustee discovers any defect with respect to the Mortgage File, the Trustee shall give written specification of such defect to the Mortgage Loan Seller and the Depositor. On the 90th day after the Closing Date, the Trustee shall deliver to the Depositor and the Mortgage Loan Seller a Final Certification substantially the form attached hereto as Exhibit I, with any applicable exceptions noted thereon. The determination by the Trustee that any document in a Mortgage File is defective shall be absolute and final, and the Mortgage Loan Seller shall fully comply with such determination and shall correct or cure such defect (or substitute for or purchase the related Mortgage Loan) as provided below unless the Mortgage Loan Seller provides, at its expense, to the Trustee an Opinion of Counsel concluding that such defect will not adversely affect the interests of the Trustee or any Certificateholder. With respect to any exceptions listed in the initial or final trust receipts (given in connection with the Initial or Final Certification) or any notice of defect delivered by the Trustee during the term of this Agreement, the Mortgage Loan Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the Mortgage Loan Seller does not correct or cure such defect within such period, the Mortgage Loan Seller shall either (a) substitute for the benefit of Certificateholders, to review each Owner related Mortgage Loan File within 45 days after execution of this Agreement one or more new Mortgage Loans, which substitution shall be accomplished in order the manner and subject to ascertain that all required documents the conditions set forth in Section 2.01 have been executed and received and appear regular on their face3.03(i) through (x), and that or (b) purchase such documents relate to Mortgage Loan from the Mortgage Loans identified in Trustee within 90 days from the date the Mortgage Loan Schedule, and in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If within such 45 day period the Trustee finds any document constituting a part of an Owner Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular on its face, the Trustee shall promptly (and in no event more than 30 days after the discovery Seller was notified of such defect) notify defect in writing at the Seller, which shall have a period of 60 days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material defect is not so corrected or cured, the Seller will, not later than 60 days after the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance Purchase Price of such Mortgage Loan. The Purchase Price for any such Mortgage Loan plus purchased pursuant to clause (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Mortgage Loan Seller in the Certificate Distribution Account maintained by prior to the Master Servicer pursuant to Section 3.01. In second Business Day preceding the case of a Substitute Mortgage Loan, Distribution Date following the Owner Due Period in which the Mortgage Loan File relating thereto shall be delivered Seller became obligated hereunder to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer purchase or the Trustee with respect to replace such Mortgage Loan, shall be deposited but in any event within the 90 days prescribed above in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon paragraph and, upon receipt by the Trustee of written notification of any such deposit signed by an officer and two copies of the Seller, or the new Owner Mortgage Loan File, as the case may bea Request for Release, the Trustee shall release the related Mortgage File to the Seller the related Owner Mortgage Loan File Seller and shall execute and deliver at the Mortgage Loan Seller's request such instrument instruments of transfer or assignment (or, in prepared by the case of a Mortgage Loan registered in Seller or the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS)Trustee, in each case without recourse, as shall be necessary to vest in the Mortgage Loan Seller, or its designee, the Depositor's and the Trustee's interest in any Mortgage Loan released pursuant hereto. The Depositor or the Mortgage Loan Seller legal and beneficial ownership shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of such substituted other documents or repurchased instruments constituting the Mortgage File as come into the possession of the Depositor or the Mortgage Loan or propertySeller from time to time. It is understood and agreed that the obligation of the Mortgage Loan Seller to purchase or substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02.

Acceptance by Trustee. The Trustee, Trustee hereby acknowledges receipt the sale and assignment of the Mortgage NotesLoans, and, subject to the Mortgagesreview provided for in this Section 2.02 and the period for delivery provided for in Section 2.01, its receipt or that of the assignments (unless Custodian on behalf of the related Trustee of the Mortgage has been registered in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above Files, and declares that it the Trustee or the Custodian on behalf of the Trustee holds and will hold such documents and the other documents constituting a part of the Owner Mortgage Loan Files delivered to all amounts received by it thereunder and hereunder in trust, upon the trusts terms herein set forth, for the use and benefit of all present and future Certificateholders and the Certificate Insurer. If the Seller is given notice under this Section 2.02 that a Mortgage File is defective or incomplete and if the Seller does not correct or cure such omission or defect within the 90-day period specified in this Section 2.02, the Seller shall purchase such Mortgage Loan from the Trustee (i) on the Determination Date in the month following the month in which such 90-day period expired at the Purchase Price of such Mortgage Loan or (ii) upon the expiration of such 90-day period if the omission or defect would result in the related Mortgage Loan not being a Qualified Mortgage Loan for purposes of Section 860G(a)(3) of the Code. The Purchase Price for the purchased Mortgage Loan shall be delivered to the Servicer for deposit in the Collection Account (and the Servicer shall deposit such amount upon receipt) no later than the applicable Determination Date or the Business Day preceding the expiration of such 90-day period, as the case may be; and, upon receipt by the Trustee or the Custodian on behalf of the Trustee of written notification of such deposit signed by a Responsible Officer of the Seller, the Trustee or the Custodian on behalf of the Trustee shall release to the Seller the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller or its designee any Mortgage Loan released pursuant hereto. It is understood and agreed that the obligation of the Seller to purchase any Mortgage Loan as to which a material defect in or omission of a constituent document exists shall constitute the sole remedy against the Seller respecting such defect or omission available to the Servicer (in its role as such), the Certificateholders, or the Trustee on behalf of Certificateholders. The Trustee agrees, for An Opinion of Counsel to the benefit of Certificateholders, to review each Owner Mortgage Loan File within 45 days after execution of this Agreement in order to ascertain that all required documents effect set forth in Section 2.01 2.05 shall be delivered to the Trustee in connection with any such repurchase. The Seller, promptly following the transfer of a Defective Mortgage Loan from the Trust pursuant to this Section 2.02 shall amend the Mortgage Loan Schedule, appropriately mark the Electronic Ledger and make xxxxopriate entries in its general account records to reflect such transfer. The Trustee, on the Closing Date, shall certify on the form annexed hereto as Exhibit O that (i) all documents constituting part of paragraph (i) of Section 2.01(a) are in its possession, (ii) without regard to whether such documents have been executed and received endorsed as described in paragraph (i) of Section 2.01(a) or are endorsed in blank, such documents have been reviewed by it and appear regular on their faceface and relate to such Mortgage Loan, and that such documents relate (iii) based on its examination and only as to the Mortgage Loans identified foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii), (iii), (vi) and (vii) of the definition of "Mortgage Loan Schedule" accurately reflects the information set forth in such Mortgage Loan File. No later than the 45th day following the Closing Date, the Trustee or the Custodian on behalf of the Trustee shall certify to the Depositor, the Seller, the Servicer and the Master Servicer (and the Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and that, as to each Mortgage Loan listed in the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the certification in the form annexed hereto as Exhibit O as not covered by such certification), (i) all documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of Section 2.01(a) are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing, the information set forth in so doing the Trustee may rely on Mortgage Loan Schedule which corresponds to items (ii), (iii), (vi) and (vii) of the purported due execution and genuineness definition of any such document and on "Mortgage Loan Schedule" accurately reflects information set forth in the purported genuineness of any signature thereonMortgage File. If within such 45 45-day period the Trustee or the Custodian on behalf of the Trustee finds any document constituting a part of an Owner a Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified in the said Mortgage Loan Schedule or, if in the course of its review, the Trustee or not to appear regular the Custodian on its facebehalf of the Trustee determines that such Mortgage File is otherwise defective in any material respect, the Trustee or the Custodian on behalf of the Trustee shall promptly (upon the conclusion of its review notify in the form of an exception report and in no event more than 30 days after the discovery of such defect) notify the Seller, which Seller shall have a period of 60 90 days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material defect is not so corrected or curedOn the 360th day following the Closing Date, the Seller willTrustee or the Custodian on behalf of the Trustee shall deliver to the Depositor, not later than 60 days after the Trustee's notice Seller, the Servicer and the Master Servicer an updated exception report showing the documents outstanding pursuant to Section 2.01(a) along with a final certification annexed hereto as Exhibit P from the previous certification issued in the form of Exhibit O. The Trustee or the Custodian on behalf of the Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it referred after such 360th day following the Closing Date must be delivered to above respecting it, and on each such defectdate, either the Trustee or the Custodian on behalf of the Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit P, (i) repurchase the related Mortgage Loan Trustee or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% Custodian on behalf of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan Trustee shall provide to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer Servicer, the Depositor and the Seller (and to the Trustee if delivered by the Custodian), upon request, updated exception reports showing the documents outstanding pursuant to Section 2.01(a) until all such exceptions have been eliminated and (ii) the Seller shall provide to the Trustee or the Custodian on behalf of the Trustee and the Master Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; PROVIDED that the delivery of the final certification shall not act as a waiver of any of the rights the Certificateholders may have with respect to such Mortgage Loanexceptions, shall be deposited in and all rights are reserved with respect thereto. Neither the Certificate Account. The Monthly Payment on Trustee nor the Substitute Mortgage Loan for the Due Date in the month of substitution Custodian makes any representations as to and shall not be part responsible to verify (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Trust Estate. Upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may be, the Trustee shall release to the Seller the related Owner Mortgage Loan File and shall execute and deliver such instrument of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS), in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased Mortgage Loan or property. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02Loans.

Acceptance by Trustee. The Trustee, Trustee acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments (unless the related Mortgage has been registered in the name of MERS or its designee) and other documents required referred to be delivered on the Closing Date pursuant to in Section 2.01 above and declares that it holds and will hold such documents and the other documents constituting a part of the Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set forth, for the use and benefit of all present and future Certificateholders. The Trustee agrees, for the benefit of Certificateholders, to review each Owner Mortgage Loan File within 45 days after execution of this Agreement in order to ascertain that all required documents set forth in Section 2.01 have been executed and received and appear regular on their face, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If within such 45 day period the Trustee finds any document constituting a part of an Owner Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular on its face, the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) notify the Seller, which shall have a period of 60 days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material defect is not so corrected or cured, the Seller will, not later than 60 days after the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, Rate less any Fixed Retained Yield, Yield through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may be, the Trustee shall release to the Seller the related Owner Mortgage Loan File and shall execute and deliver such instrument of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS)assignment, in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased Mortgage Loan or property. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, Trustee in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph Paragraph of this Section 2.02.

Acceptance by Trustee. The Trustee, Trustee acknowledges --------------------- receipt of the Mortgage Notes, the Mortgages, the assignments (unless the related Mortgage has been registered in the name of MERS or its designee) and other documents required referred to be delivered on the Closing Date pursuant to in Section 2.01 above and declares that it holds and will hold such documents and the other documents constituting a part of the Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set forth, for the use and benefit of all present and future Certificateholders. The Trustee agrees, for the benefit of Certificateholders, to review each Owner Mortgage Loan File within 45 days after execution of this Agreement in order to ascertain that all required documents set forth in Section 2.01 have been executed and received and appear regular on their face, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If within such 45 day period the Trustee finds any document constituting a part of an Owner a Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular on its face, the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) notify the SellerDepositor, which shall have a period of 60 days after the date of such notice within which to correct or cure any such defect. The Seller Depositor hereby covenants and agrees that, if any material defect is not so corrected or cured, the Seller Depositor will, not later than 60 days after the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate Trustee at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Net Mortgage Interest Rate, less any Fixed Retained Yield, Rate of such Mortgage Loan through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller Depositor set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute substitute Mortgage Loan shall have a Loan-to-to- Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller Depositor in the Certificate Servicer Custodial Account maintained by the Master Servicer pursuant to Section 3.013.02. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Servicer Custodial Account. The Monthly Payment on the Substitute substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon receipt by the Trustee of written notification of any such deposit signed by an officer of the SellerDepositor, or the new Owner Mortgage Loan File, as the case may be, the Trustee shall release to the Seller Depositor the related Owner Mortgage Loan File and shall execute and deliver such instrument of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS)assignment, in each case without recourse, as shall be necessary to vest in the Seller Depositor legal and beneficial ownership of such substituted or repurchased Mortgage Loan or property. It is understood and agreed that the obligation of the Seller Depositor to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the SellerDepositor's obligation to repurchase any Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, as agent for the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02.

Acceptance by Trustee. The Trustee, Trustee hereby acknowledges its receipt of the Certificate Insurance Policies and the sale and assignment of the Mortgage NotesLoans, and, subject to the Mortgagesreview provided for in this Section 2.02 and the period for delivery provided for in Section 2.01, its receipt or that of the assignments (unless Custodian on behalf of the related Trustee of the Mortgage has been registered in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above Files, and declares that it the Trustee or the Custodian on behalf of the Trustee holds and will hold such documents and the other documents constituting a part of the Owner Mortgage Loan Files delivered to all amounts received by it thereunder and hereunder in trust, upon the trusts terms herein set forth, for the use and benefit of all present and future Certificateholders. The Trustee agrees, for Certificateholders and the benefit of Certificateholders, to review each Owner Mortgage Loan File within 45 days after execution of this Agreement in order to ascertain that all required documents set forth in Section 2.01 have been executed and received and appear regular on their face, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereonCertificate Insurer. If within such 45 day period the Trustee finds any document constituting Seller is given notice under this Section 2.02 that a part of an Owner Mortgage Loan File is defective or incomplete and if the Seller does not to have been executed or received or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular on its face, the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) notify the Seller, which shall have a period of 60 days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material omission or defect is not so corrected or curedwithin the 90-day period specified in this Section 2.02, the Seller will, not later than 60 days after shall purchase such Mortgage Loan from the Trustee's notice to it referred to above respecting such defect, either Trustee (i) repurchase on the related Mortgage Loan or any property acquired Determination Date in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of month following the month in which such repurchase takes place 90-day period expired at the Purchase Price of such Mortgage Loan or (ii) upon the expiration of such 90-day period if within two years of the Startup Day, omission or such other period permitted by defect would result in the REMIC Provisions, substitute for any related Mortgage Loan to which such material defect relates, not being a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Qualified Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as for purposes of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitutionSection 860G(a)(3) of the Code. The Purchase Price for the purchased Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on Collection Account no later than the Substitute Mortgage Loan for applicable Determination Date or the Due Date in Business Day preceding the month expiration of substitution shall not be part of such 90-day period, as the Trust Estate. Upon case may be; and, upon receipt by the Trustee or the Custodian on behalf of the Trustee of written notification of any such deposit signed by an officer a Responsible Officer of the Seller, the Trustee or the new Owner Mortgage Loan File, as the case may be, Custodian on behalf of the Trustee shall release to the Seller the related Owner Mortgage Loan File and the Trustee shall execute and deliver such instrument instruments of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS)assignment, in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased its designee any Mortgage Loan or propertyreleased pursuant hereto. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage Loan for or repurchase purchase any Mortgage Loan or property as to which such a material defect in or omission of a constituent document exists shall constitute the sole remedy against the Seller respecting such defect or omission available to the Certificateholders Certificateholders, the Certificate Insurer or the Trustee on behalf of the Certificateholders. The failure An Opinion of Counsel to the effect set forth in Section 2.05(d) shall be delivered to the Trustee to give and the Certificate Insurer in connection with any notice contemplated herein within forty-five such repurchase. The Servicer, promptly following the transfer of (45i) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any a Defective Mortgage Loan from or (ii) an Eligible Substitute Mortgage Loan to the Trust pursuant to this Section 2.02. The Trustee may2.02 or Section 2.05, concurrently with as the execution and delivery hereof or at any time thereaftercase may be, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold shall amend the Mortgage NotesLoan Schedule, appropriately xxxx the MortgagesElectronic Ledger and make appropriate entries in its general account records to reflect such transfer and the addition of any Eligible Substitute Mortgage Loan, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02if applicable.

Acceptance by Trustee. The Trustee, Trustee hereby acknowledges receipt the sale and assignment of the Mortgage NotesLoans, and, subject to the Mortgagesreview provided for in this Section 2.02 and the period for delivery provided for in Section 2.01, its receipt or that of the assignments (unless Custodian on behalf of the related Trustee of the Mortgage has been registered in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above Files, and declares that it the Trustee or the Custodian on behalf of the Trustee holds and will hold such documents and the other documents constituting a part of the Owner Mortgage Loan Files delivered to all amounts received by it thereunder and hereunder in trust, upon the trusts terms herein set forth, for the use and benefit of all present and future Certificateholders and the Certificate Insurer. If the Seller is given notice under this Section 2.02 that a Mortgage File is defective or incomplete and if the Seller does not correct or cure such omission or defect within the 90-day period specified in this Section 2.02, the Seller shall purchase such Mortgage Loan from the Trustee (i) on the Determination Date in the month following the month in which such 90-day period expired at the Purchase Price of such Mortgage Loan or (ii) upon the expiration of such 90-day period if the omission or defect would result in the related Mortgage Loan not being a Qualified Mortgage Loan for purposes of Section 860G(a)(3) of the Code. The Purchase Price for the purchased Mortgage Loan shall be delivered to the Servicer for deposit in the Collection Account (and the Servicer shall deposit such amount upon receipt) no later than the applicable Determination Date or the Business Day preceding the expiration of such 90-day period, as the case may be; and, upon receipt by the Trustee or the Custodian on behalf of the Trustee of written notification of such deposit signed by a Responsible Officer of the Seller, the Trustee or the Custodian on behalf of the Trustee shall release to the Seller the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller or its designee any Mortgage Loan released pursuant hereto. It is understood and agreed that the obligation of the Seller to purchase any Mortgage Loan as to which a material defect in or omission of a constituent document exists shall constitute the sole remedy against the Seller respecting such defect or omission available to the Servicer (in its role as such), the Certificateholders, or the Trustee on behalf of Certificateholders. The Trustee agrees, for An Opinion of Counsel to the benefit of Certificateholders, to review each Owner Mortgage Loan File within 45 days after execution of this Agreement in order to ascertain that all required documents effect set forth in Section 2.01 2.05(d) shall be delivered to the Trustee in connection with any such repurchase. The Seller, promptly following the transfer of (i) a Defective Mortgage Loan from or (ii) an Eligible Substitute Mortgage Loan to the Trust pursuant to this Section 2.02 or Section 2.05, as the case may be, shall amend the Mortgage Loan Schedule, appropriately xxxx the Electronic Ledger and make appropriate entries in its general account records to reflect such transfer and the addition of any Eligible Substitute Mortgage Loan, if applicable. On the Closing Date or no later than the 45th day following the Closing Date, the Trustee or the Custodian on behalf of the Trustee shall certify to the Seller and the Servicer (and the Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and that, as to each Mortgage Loan listed in the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the certification in the form annexed hereto as Exhibit O as not covered by such certification), (i) all documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of Section 2.01(a) are in its possession, (ii) such documents have been executed and received reviewed by it and appear regular on their face, face and that such documents relate to such Mortgage Loan, (iii) based on its examination and only as to the Mortgage Loans identified foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of "Mortgage Loan Schedule, and " accurately reflects information set forth in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereonMortgage File. If within such 45 45-day period the Trustee or the Custodian on behalf of the Trustee finds any document constituting a part of an Owner a Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified in the said Mortgage Loan Schedule or, if in the course of its review, the Trustee or not to appear regular the Custodian on its facebehalf of the Trustee determines that such Mortgage File is otherwise defective in any material respect, the Trustee or the Custodian on behalf of the Trustee shall promptly (upon the conclusion of its review notify in the form of an exception report and in no event more than 30 days after the discovery of such defect) notify the Seller, which Seller shall have a period of 60 90 days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material defect is not so corrected or cured, On the Seller will, not later than 60 days after 360th day following the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may beClosing Date, the Trustee shall release to the Seller the related Owner Mortgage Loan File and shall execute and deliver such instrument of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS), in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased Mortgage Loan or property. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Certificateholders or the Trustee Custodian on behalf of the Certificateholders. The failure of Trustee shall deliver to the Trustee to give any notice contemplated herein within forty-five (45) days after Seller and the execution of this Agreement shall not affect or relieve Servicer an updated exception report showing the Seller's obligation to repurchase any Mortgage Loan documents outstanding pursuant to this Section 2.02. The Trustee may, concurrently 2.01(a) along with a final certification annexed hereto as Exhibit P from the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially previous certification issued in the form of Exhibit E O. The Trustee or the Custodian on behalf of the Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Trustee or the Custodian on behalf of the Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit P, (i) the Trustee or the Custodian on behalf of the Trustee shall provide to the Servicer and the Seller (and to the Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to which Section 2.01(a) until all such exceptions have been eliminated and (ii) the Seller shall provide to the Trustee appoints or the Custodian on behalf of the Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Certificateholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Trustee nor the Custodian makes any representations as to hold and shall not be responsible to verify (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02Loans.

Acceptance by Trustee. The Trustee, by execution and delivery hereof, acknowledges receipt receipt, subject to the review described in the following paragraph, of the Mortgage Notes, the Mortgages, the assignments (unless the related Mortgage has been registered in the name of MERS or its designee) documents and other documents required property referred to be delivered on the Closing Date pursuant to in Section 2.01 above and declares that it the Trustee holds and will hold such documents and other property, including property yet to be received in the other documents constituting a part of the Owner Mortgage Loan Files delivered to it Trust Fund, in trust, upon the trusts herein set forth, for the use and benefit of all present and future Certificateholders. The Servicer, by execution and delivery hereof, acknowledges receipt of the Other Mortgage Documents delivered by CRMSI in accordance with Section 2.01(a)(2) and declares that the Servicer on behalf of the Trustee agreesholds and will hold such Other Mortgage Documents, including any Other Mortgage Documents yet to be received in the Trust Fund, in trust, for the benefit of all present and future Certificateholders. Pursuant to the Mortgage Note Custodial Agreement, the Trustee (or the Mortgage Note Custodian on the Trustee's behalf) shall, for the benefit of the Certificateholders, to review each Owner Mortgage Loan File Note within 45 90 days after execution of this Agreement in order the Issue Date to ascertain that all required documents set forth in Section 2.01 have it has been executed and received and appear regular on their facereceived, and that such documents relate Mortgage Note relates to the Mortgage Loans identified in Exhibit B. Except as expressly provided in this Agreement, neither the Mortgage Loan ScheduleNote Custodian nor the Servicer is required to inspect or review any document in a Mortgage File. However, and in so doing if the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If within such 45 day period the Trustee finds any document constituting a part of an Owner Mortgage Loan File not to have been executed (or received or to be unrelated to the Mortgage Loans identified in Note Custodian or the Servicer) finds that a Mortgage Loan Schedule Document is missing or not to appear regular on its facematerially defective, the Trustee (or the Mortgage Note Custodian or the Servicer) shall promptly (and in no event more than 30 days after the discovery of such defect) notify the Seller, Servicer and CRMSI (which shall notification may be made by e-mail to citimortgagembs@citigroup.com). CRMSI will then have a period of 60 days after the date of such notice within which to correct 180 xxxx xxxxxx xxxxx xx xxxxxxx or cure any such defectdefect (including correction or cure by substitution if permitted by Section 2.04). The Seller hereby covenants and agrees that, if If any such material defect is has not so been corrected or cured, the Seller CRMSI will, not later than 60 180 days after the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate Trustee at a price (the "Loan Repurchase Price") equal to (ai) 100% of the unpaid principal balance Loan Balance of such Mortgage Loan plus as of the date of repurchase, plus, (bii) to the extent not previously advanced by the Servicer, accrued and unpaid interest thereon at the Mortgage Interest RateNote Rate to (but not including) the date of repurchase, less plus (iii) any Fixed Retained Yieldunreimbursed payments with respect to such Mortgage Loan, through to the last day of the month extent not covered in which such repurchase takes place or (ii) above, as part of a Servicing Advance or a Periodic Interest Advance, plus (iv) any unreimbursed costs, penalties or damages incurred by the Trustee or the Trust Fund in connection with any violation of applicable predatory or abusive lending laws with respect to such Mortgage Loan or otherwise incurred in connection with such material defect. Notwithstanding the preceding two sentences, any material defect that causes a Mortgage Loan to fail to constitute a "qualified mortgage" within the meaning of Code Section 860G(a)(3) shall either be corrected or cured by CRMSI or, failing such correction or cure, CRMSI shall repurchase such Mortgage Loan at the Loan Repurchase Price (or, if within two years of the Startup Day, or such other period as may be permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Qualified Substitute Mortgage Loan originally been therefor pursuant to Section 2.04) no later than 90 days after the discovery of such material defect. Any such repurchase shall be considered a Mortgage Loan. In no event shall any Substitute prepayment in full of such Mortgage Loan have an unpaid principal balance, as of the on date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to repurchase and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller CRMSI in the Certificate Collection Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loanand, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon upon receipt by the Trustee of written notification of any such deposit signed by an officer Authorized Officer of the Seller, or the new Owner Mortgage Loan File, as the case may beCRMSI, the Trustee (or the Mortgage Note Custodian or the Servicer, as applicable, on behalf of the Trustee) shall release to the Seller CRMSI or its designee the related Owner Mortgage Loan File and shall execute and deliver such instrument instruments of transfer or assignment (or, in furnished to the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS)Trustee, in each case without recourse, as CRMSI shall be necessary reasonably request, to vest in CRMSI or such designee any Mortgage Loan so released. Any repurchase by CRMSI of a Mortgage Loan hereunder shall be deemed to include the Seller legal right to receive any Scheduled Payment or other remittance thereon payable or received after the date of repurchase, and beneficial ownership the Trustee or the Paying Agent shall, upon receipt thereof, promptly remit the amount of such substituted Scheduled Payment or repurchased Mortgage Loan or propertyother remittance to CRMSI. It is understood and agreed that the obligation of the Seller CRMSI to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property make a substitution therefor pursuant to Section 2.04 as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting against CRMSI with respect to such defect available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02.

Acceptance by Trustee. The TrusteeExcept as set forth in the Exception Report delivered contemporaneously herewith (the "Exception Report"), the Trustee acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments Note for each Mortgage Loan and delivery of a Mortgage File (unless the related Mortgage has been registered in the name but does not acknowledge receipt of MERS or its designee) and other all documents required to be delivered on the Closing Date pursuant included in such Mortgage File) with respect to Section 2.01 above each Mortgage Loan and declares that it holds and will hold such documents and the any other documents constituting a part of the Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set forth, trust for the use and benefit of all present and future Certificateholders. The Depositor will cause the Seller to repurchase any Mortgage Loans to which an exception was taken in the Exception Report unless such exception is cured to the satisfaction of the Trustee within 45 Business Days of the Closing Date. The Trustee agrees, for the benefit of Certificateholders, to review each Owner Mortgage Loan File delivered to it within 45 270 days after execution of this Agreement in order the Closing Date to ascertain that all documents required documents set forth in by Section 2.01 have been executed and received and appear regular on their facereceived, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereonExhibit A that have been conveyed to it. If within such 45 day period the Trustee finds any document or documents constituting a part of an Owner a Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified missing or defective (that is, mutilated, damaged, defaced or unexecuted) in the Mortgage Loan Schedule or not to appear regular on its faceany material respect, the Trustee shall promptly (and in any event within no event more than 30 days five Business Days) after the discovery of such defect) finding so notify the Seller, which shall have a period of 60 days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material defect is not so corrected or curedServicer, the Seller will, not later than 60 days after and the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substitutedDepositor. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by shall also notify the Servicer, the Master Servicer Seller and the Depositor, if (a) in examining the Mortgage Files, the documentation shows on its face (i) any adverse claim, lien or encumbrance, (ii) that any Mortgage Note was overdue or had been dishonored, (iii) any evidence on the Trustee face of any Mortgage Note or Mortgage of any security interest or other right or interest therein, or (iv) any defense against or claim to the Mortgage Note by any party or (b) the original Mortgage with evidence of recording thereon with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may be, the Trustee shall release to the Seller the related Owner Mortgage Loan File and shall execute and deliver such instrument of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS), in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased Mortgage Loan or property. It is understood and agreed that the obligation not received within 270 days of the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this Section 2.02Closing Date. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, shall request that the Custodian shall conduct the review of Seller correct or cure such documents required under the first paragraph of this Section 2.02.omission, defect or other irregularity, or

Acceptance by Trustee. The Trustee, acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments (unless the related Mortgage has been registered in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above and declares that it holds and will hold such documents and the other documents constituting a part of the Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set forth, for the use and benefit of all present and future Certificateholders. The Trustee agrees, for the benefit of Certificateholders, to review each Owner Mortgage Loan File within 45 days after execution of this Agreement in order to ascertain that all required documents set forth in Section 2.01 have been executed and received and appear regular on their face, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If within such 45 day period the Trustee finds any document constituting a part of an Owner Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular on its face, the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) notify the Seller, which shall have a period of 60 days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material defect is not so corrected or cured, the Seller will, not later than 60 days after the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, Rate through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may be, the Trustee shall release to the Seller the related Owner Mortgage Loan File and shall execute and deliver such instrument of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS), in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased Mortgage Loan or property. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, Trustee in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02.

Acceptance by Trustee. The Trustee acknowledges that the Custodian, acting on behalf of the Trustee, acknowledges receipt of has received (subject to any exceptions noted in the custodian certification described below) the Mortgage Notes, Notes and the Mortgages, the assignments (unless the related Mortgage has been registered in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above and Trustee declares that it holds and or will hold such documents and the other documents constituting a part assets included in the definition of the Owner Mortgage Loan Files delivered to it "Trust Fund," in trust, upon the trusts herein set forth, trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee agrees, for the benefit of the Certificateholders, that pursuant to the Custodial Agreement, the Custodian will review each Owner Mortgage Note and will execute and deliver, or cause to be executed and delivered, to GMACM, the Trustee and the Servicer a custodian certification substantially in the form annexed hereto as Exhibit M on or prior to the Closing Date. Pursuant to the Custodial Agreement, in conducting such review, the Custodian is required to ascertain whether the Mortgage Notes have been executed and received, and whether the Mortgage Notes relate, determined on the basis of the original principal balance and loan number, to the Mortgage Loans. Neither the Custodian nor the Trustee shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded, or are in recordable form or that they are other than what they purport to be on their face. If, in the process of reviewing the Mortgage Notes and preparing the certifications referred to above, the Custodian finds any Mortgage Note to be missing or contains any defect which materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Custodian is required pursuant to the Custodial Agreement, to notify the Trustee, the Company and the Seller, and the Trustee shall request that GMACM cure any such defect in all material respects within 90 days from the date on which GMACM was notified of such defect, and if GMACM does not cure such defect in all material respects during such period, the Trustee shall request on behalf of the Certificateholders that GMACM either (i) substitute for such Mortgage Loan File within 45 days after execution of this Agreement a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in order the manner and subject to ascertain that all required documents the conditions set forth in Section 2.01 have been executed and received and appear regular on their face2.04, and that or (ii) purchase such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so doing from the Trustee may rely on Trust Fund at the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If Purchase Price within such 45 day period the Trustee finds any document constituting a part of an Owner Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular on its face, the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) notify the Seller, which shall have a period of 60 90 days after the date on which GMACM was notified of such notice within which defect; provided that if such defect would cause the Mortgage Loan to correct or cure be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such defectcure, substitution or repurchase must occur within 90 days from the date such breach was discovered. The Seller hereby covenants It is understood and agrees that, if any agreed that the obligation of GMACM to cure a material defect is not so corrected or cured, the Seller will, not later than 60 days after the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Dayin, or such other period permitted by the REMIC Provisionssubstitute for, substitute for or purchase any Mortgage Loan as to which a material defect in, or omission of, a Mortgage Note exists shall constitute the sole remedy respecting such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that or omission available to Certificateholders or the representations and warranties Trustee on behalf of Certificateholders. The Purchase Price for the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute purchased Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited or caused to be deposited upon receipt by the Seller Trustee in the Certificate Account maintained Payment Account, or upon receipt by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Custodial Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon receipt by the Trustee of written notification of any such deposit signed by an officer a Servicing Officer, and upon receipt of a Request for Release from the Servicer, the Custodian on behalf of the SellerTrustee, shall (i) release or cause to be released to GMACM the new Owner related Mortgage Loan FileNote, as and (ii) cause the case may be, the Trustee shall Servicer to release to the Seller GMACM any remaining documents in the related Owner Mortgage Loan File and which are held by the Servicer. The Trustee shall execute and deliver such instrument instruments of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS)assignment, in each case without recourse, representation or warranty, as GMACM shall be require as necessary to vest in the Seller legal and beneficial GMACM ownership of such substituted or repurchased Mortgage Loan or property. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which released pursuant hereto and at such a material defect in a constituent document exists time the Trustee shall constitute the sole remedy respecting such defect available have no further responsibility with respect to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any related Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02Note.

Acceptance by Trustee. The Trustee, by execution and delivery hereof, acknowledges receipt receipt, subject to the review described in the following paragraph, of the Mortgage Notes, the Mortgages, the assignments (unless the related Mortgage has been registered in the name of MERS or its designee) documents and other documents required property referred to be delivered on the Closing Date pursuant to in Section 2.01 above and declares that it the Trustee holds and will hold such documents and other property, including property yet to be received in the other documents constituting a part of the Owner Mortgage Loan Files delivered to it Trust Fund, in trust, upon the trusts herein set forth, for the use and benefit of all present and future Certificateholders. The Trustee agrees(or the Custodian on the Trustee’s behalf) shall, for the benefit of the Certificateholders, to review each Owner Mortgage Loan File within 45 180 days after execution of this Agreement in order the Issue Date, to ascertain that all required documents set forth in Section 2.01 have been executed and executed, received and appear regular on their facerecorded, if applicable, and that such documents relate to the Mortgage Loans identified in Exhibit B. If in the Mortgage Loan Schedule, and in so doing the Trustee may rely on the purported due execution and genuineness course of any such document and on the purported genuineness of any signature thereon. If within such 45 day period review the Trustee finds any a document or documents constituting a part of an Owner a Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified defective in the Mortgage Loan Schedule or not to appear regular on its faceany material respect, the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) so notify the SellerCRMSI, which whereupon CRMSI shall have a period of 60 180 days after the date of such notice within which to correct or cure any such defectdefect (including correction or cure by substitution if permitted by Section 2.04). The Seller hereby covenants and agrees that, if If any such material defect is has not so been corrected or cured, the Seller CRMSI will, not later than 60 180 days after the Trustee's ’s notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate Trustee at a price (the “Loan Repurchase Price”) equal to (ai) 100% of the unpaid principal balance Loan Balance of such Mortgage Loan plus as of the date of repurchase, plus, (bii) to the extent not previously advanced by the Servicer, accrued and unpaid interest thereon at the Mortgage Interest RateNote Rate to (but not including) the date of repurchase, less plus (iii) any Fixed Retained Yieldunreimbursed payments with respect to such Mortgage Loan, through to the last day of the month extent not covered in which such repurchase takes place or (ii) above, as part of a Servicing Advance or a Delinquency Advance, plus (iv) any unreimbursed costs, penalties or damages incurred by the Trustee or the Trust Fund in connection with any violation of applicable predatory or abusive lending laws with respect to such Mortgage Loan or otherwise incurred in connection with such material defect. Notwithstanding the preceding two sentences, any material defect that causes a Mortgage Loan to fail to constitute a “qualified mortgage” within the meaning of Code Section 860G(a)(3) shall either be corrected or cured by CRMSI or, failing such correction or cure, CRMSI shall repurchase such Mortgage Loan at the Loan Repurchase Price (or, if within two years of the Startup Day, or such other period as may be permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Qualified Substitute Mortgage Loan originally been therefor pursuant to Section 2.04) no later than 90 days after the discovery of such material defect. Any such repurchase shall be considered a Mortgage Loan. In no event shall any Substitute prepayment in full of such Mortgage Loan have an unpaid principal balance, as of the on date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to repurchase and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller CRMSI in the Certificate Collection Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loanand, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon upon receipt by the Trustee of written notification of any such deposit signed by an officer Authorized Officer of the Seller, or the new Owner Mortgage Loan File, as the case may beCRMSI, the Trustee shall release to the Seller CRMSI or its designee the related Owner Mortgage Loan File and shall execute and deliver such instrument instruments of transfer or assignment (or, in furnished to the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS)Trustee, in each case without recourse, as CRMSI shall be necessary reasonably request, to vest in CRMSI or such designee any Mortgage Loan so released. Any repurchase by CRMSI of a Mortgage Loan hereunder shall be deemed to include the Seller legal right to receive any Monthly Payment or other remittance thereon payable or received after the date of repurchase, and beneficial ownership the Trustee or the Paying Agent shall, upon receipt thereof, promptly remit the amount of such substituted Monthly Payment or repurchased Mortgage Loan or propertyother remittance to CRMSI. It is understood and agreed that the obligation of the Seller CRMSI to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property make a substitution therefor pursuant to Section 2.04 as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting against CRMSI with respect to such defect available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02.

Acceptance by Trustee. The Trustee acknowledges that the Custodian, acting on behalf of the Trustee, acknowledges receipt of has received (subject to any exceptions noted in the custodian Pooling and Servicing Agreement certification described below), the Mortgage Notes, Notes and the Mortgages, the assignments (unless the related Mortgage has been registered in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above and Trustee declares that it holds and or will hold such documents and the other documents constituting a part assets included in the definition of the Owner Mortgage Loan Files delivered to it "Trust Fund," in trust, upon the trusts herein set forth, trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee agrees, for the benefit of the Certificateholders, to cause the Custodian to review each Owner Mortgage Note and to execute and deliver, or cause to be executed and delivered, to GMACM, the Trustee and the Servicer a custodian certification substantially in the form annexed hereto as Exhibit N on or prior to the Closing Date. Pursuant to the Custodial Agreement, in conducting such review, the Custodian is required to ascertain whether the Mortgage Notes have been executed and received, and whether the Mortgage Notes relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans. Neither the Custodian nor the Trustee shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded, or are in recordable form or that they are other than what they purport to be on their face. If, in the process of reviewing the Mortgage Notes and preparing the certifications referred to above, the Custodian finds any Mortgage Note to be missing or contains any defect which materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Custodian is required pursuant to the Custodial Agreement, to notify the Trustee, the Company and the Seller, and the Trustee shall request that GMACM cure any such defect in all material respects within 90 days from the date on which GMACM was notified of such defect, and if GMACM does not cure such defect in all material respects during such period, the Trustee shall request on behalf of the Certificateholders that GMACM either (i) substitute for such Mortgage Loan File within 45 days after execution of this Agreement a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in order the manner and subject to ascertain that all required documents the conditions set forth in Section 2.01 have been executed and received and appear regular on their face2.04, and that or (ii) purchase such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so doing from the Trustee may rely on Trust Fund at the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If Purchase Price within such 45 day period the Trustee finds any document constituting a part of an Owner Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular on its face, the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) notify the Seller, which shall have a period of 60 90 days after the date on which GMACM was notified of such notice within which defect; provided that if such defect would cause the Mortgage Loan to correct or cure be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such defectcure, substitution or repurchase must occur within 90 days from the date such breach was discovered. The Seller hereby covenants It is understood and agrees that, if any agreed that the obligation of GMACM to cure a material defect is not so corrected or cured, the Seller will, not later than 60 days after the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Dayin, or such other period permitted by the REMIC Provisionssubstitute for, substitute for or purchase any Mortgage Loan as to which a material defect in, or omission of, a Mortgage Note exists shall constitute the sole remedy respecting such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that or omission available to Certificateholders or the representations and warranties Trustee on behalf of Certificateholders. The Purchase Price for the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute purchased Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited or caused to be deposited upon receipt by the Seller Trustee in the Certificate Account maintained Payment Account, or upon receipt by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Custodial Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may bea Servicing Officer, the Trustee shall (i) release or cause to be released to GMACM the related Mortgage Note, (ii) cause the Servicer to release to the Seller GMACM any remaining documents in the related Owner Mortgage Loan File which are held by the Servicer, and shall (iii) execute and deliver such instrument instruments of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS)assignment, in each case without recourse, as GMACM shall be require as necessary to vest in the Seller legal and beneficial GMACM ownership of such substituted or repurchased Mortgage Loan or property. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which released pursuant hereto and at such a material defect in a constituent document exists time the Trustee shall constitute the sole remedy respecting such defect available have no further responsibility with respect to the Certificateholders or the Trustee on behalf of the Certificateholdersrelated Mortgage Note. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently with the execution Pooling and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02.Servicing Agreement

Acceptance by Trustee. The TrusteeTrustee hereby acknowledges its --------------------- receipt of the Certificate Insurance Policy and the sale and assignment of the Home Equity Loans, acknowledges and, subject to the review and period for delivery provided for in Section 2.01, its receipt of the Mortgage NotesFiles, the Mortgages, the assignments (unless the related Mortgage has been registered in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above and declares that it the Trustee holds and will hold such documents and the other documents constituting a part of the Owner Mortgage Loan Files delivered to all amounts received by it thereunder and hereunder in trust, upon the trusts terms herein set forth, for the use and benefit of all present and future Certificateholders. The Trustee agrees, for Certificateholders and the benefit of Certificateholders, to review each Owner Mortgage Loan File within 45 days after execution of this Agreement in order to ascertain that all required documents set forth in Section 2.01 have been executed and received and appear regular on their face, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereonCertificate Insurer. If within such 45 day period the Trustee finds any document constituting a part of an Owner Mortgage Loan File Seller is given notice under Section 2.01(f) above and if the Seller does not to have been executed or received or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular on its face, the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) notify the Seller, which shall have a period of 60 days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material omission or defect is not so corrected or curedwithin the 60-day period specified in Section 2.01(f) above, the Seller will, not later than 60 days after the Trustee's notice to it referred to above respecting shall purchase such defect, either (i) repurchase the related Mortgage Home Equity Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of Trustee on the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at Determination Date in the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of month following the month in which such repurchase takes place 60-day period expired at the Purchase Price of such Home Equity Loan or (ii) if within two years upon the expiration of the Startup Day, 90-day period beginning with the Trustee's notice of the omission or such other period permitted by defect if the REMIC Provisions, substitute for any Mortgage omission or defect would result in the related Home Equity Loan to which such material defect relates, a new mortgage loan (not being a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties qualified mortgage" for purposes of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution860G(a)(3) of the Mortgage Code. The Purchase Price for the purchased Home Equity Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on Collection Account no later than the Substitute Mortgage Loan for Determination Date preceding the Due applicable Distribution Date in or the month of substitution shall not be part Business Day preceding the expiration of the Trust Estate. Upon 90-day period, as the case may be, and, upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may be, the Trustee shall release to the Seller the related Owner Mortgage Loan File and the Trustee shall execute and deliver such instrument instruments of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS)assignment, in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased Mortgage its designee any Home Equity Loan or propertyreleased pursuant hereto. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage purchase any Home Equity Loan for or repurchase any Mortgage Loan or property as to which such a material defect in or omission of a constituent document exists shall constitute the sole remedy against the Seller respecting such defect or omission available to the Certificateholders Certificateholders, the Certificate Insurer or the Trustee on behalf of Certificateholders and the CertificateholdersCertificate Insurer. An Opinion of Counsel to the effect set forth in Section 2.06(d) shall be delivered to the Trustee in connection with any such repurchase. The failure Servicer, promptly following the transfer of (i) a Defective Home Equity Loan from or (ii) an Eligible Substitute Home Equity Loan to the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any Mortgage Loan Trust pursuant to this Section 2.02. The Trustee mayand Section 2.06, concurrently with as the execution case may be, shall amend the Home Equity Loan Schedule, appropriately xxxx the Electronic Ledger and delivery hereof or at make appropriate entries in its general account records to reflect such transfer and the addition of any time thereafterEligible Substitute Home Equity Loan, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02if applicable.

Acceptance by Trustee. The Trustee acknowledges that the Custodian, acting on behalf of the Trustee, acknowledges receipt of has received (subject to any exceptions noted in the custodian certification described below) the Mortgage Notes, Notes and the Mortgages, the assignments (unless the related Mortgage has been registered in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above and Trustee declares that it holds and or will hold such documents and the other documents constituting a part assets included in the definition of the Owner Mortgage Loan Files delivered to it “Trust Fund,” in trust, upon the trusts herein set forth, trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee agrees, for the benefit of the Certificateholders, that pursuant to the Custodial Agreement, the Custodian will review each Owner Mortgage Note and will execute and deliver, or cause to be executed and delivered, to GMACM, the Trustee and the Servicer a custodian certification substantially in the form annexed hereto as Exhibit M on or prior to the Closing Date. Pursuant to the Custodial Agreement, in conducting such review, the Custodian is required to ascertain whether the Mortgage Notes have been executed and received, and whether the Mortgage Notes relate, determined on the basis of the original principal balance and loan number, to the Mortgage Loans. Neither the Custodian nor the Trustee shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded, or are in recordable form or that they are other than what they purport to be on their face. If, in the process of reviewing the Mortgage Notes and preparing the certifications referred to above, the Custodian finds any Mortgage Note to be missing or contains any defect which materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Custodian is required pursuant to the Custodial Agreement, to notify the Trustee, the Company and the Seller, and the Trustee shall request that GMACM cure any such defect in all material respects within 90 days from the date on which GMACM was notified of such defect, and if GMACM does not cure such defect in all material respects during such period, the Trustee shall request on behalf of the Certificateholders that GMACM either (i) substitute for such Mortgage Loan File within 45 days after execution of this Agreement a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in order the manner and subject to ascertain that all required documents the conditions set forth in Section 2.01 have been executed and received and appear regular on their face2.04, and that or (ii) purchase such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so doing from the Trustee may rely on Trust Fund at the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If Purchase Price within such 45 day period the Trustee finds any document constituting a part of an Owner Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular on its face, the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) notify the Seller, which shall have a period of 60 90 days after the date on which GMACM was notified of such notice within which defect; provided that if such defect would cause the Mortgage Loan to correct or cure be other than a “qualified mortgage” as defined in Section 860G(a)(3) of the Code, any such defectcure, substitution or repurchase must occur within 90 days from the date such breach was discovered. The Seller hereby covenants It is understood and agrees that, if any agreed that the obligation of GMACM to cure a material defect is not so corrected or cured, the Seller will, not later than 60 days after the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Dayin, or such other period permitted by the REMIC Provisionssubstitute for, substitute for or purchase any Mortgage Loan as to which a material defect in, or omission of, a Mortgage Note exists shall constitute the sole remedy respecting such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that or omission available to Certificateholders or the representations and warranties Trustee on behalf of Certificateholders. The Purchase Price for the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute purchased Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited or caused to be deposited upon receipt by the Seller Trustee in the Certificate Account maintained Payment Account, or upon receipt by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Custodial Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon receipt by the Trustee of written notification of any such deposit signed by an officer a Servicing Officer, and upon receipt of a Request for Release from the Servicer, the Custodian on behalf of the SellerTrustee, shall (i) release or cause to be released to GMACM the new Owner related Mortgage Loan FileNote, as and (ii) cause the case may be, the Trustee shall Servicer to release to the Seller GMACM any remaining documents in the related Owner Mortgage Loan File and shall which are held by the Servicer. The Trustee execute and deliver such instrument instruments of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS)assignment, in each case without recourse, representation or warranty, as GMACM shall be require as necessary to vest in the Seller legal and beneficial GMACM ownership of such substituted or repurchased Mortgage Loan or property. It is understood and agreed that the obligation of the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which released pursuant hereto and at such a material defect in a constituent document exists time the Trustee shall constitute the sole remedy respecting such defect available have no further responsibility with respect to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any related Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02Note.

Acceptance by Trustee. The TrusteeExcept as set forth in the Exception Report delivered contemporaneously herewith (the "Exception Report"), the Trustee acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments Note for each Mortgage Loan and delivery of a Mortgage File (unless the related Mortgage has been registered in the name but does not acknowledge receipt of MERS or its designee) and other all documents required to be delivered on the Closing Date pursuant included in such Mortgage File) with respect to Section 2.01 above each Mortgage Loan and declares that it holds and will hold such documents and the any other documents constituting a part of the Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set forth, trust for the use and benefit of all present and future Certificateholders. The Depositor will cause the Seller to repurchase any Mortgage Loans to which an exception was taken in the Exception Report unless such exception is cured to the satisfaction of the Trustee within 45 Business Days of the Closing Date. The Trustee agrees, for the benefit of Certificateholders, to review each Owner Mortgage Loan File delivered to it within 45 270 days after execution of this Agreement in order the Closing Date to ascertain that all documents required documents set forth in by Section 2.01 have been executed and received and appear regular on their facereceived, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, Exhibit A-1 and in so doing the Trustee may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereonExhibit A-2 that have been conveyed to it. If within such 45 day period the Trustee finds any document or documents constituting a part of an Owner a Mortgage Loan File not to have been executed or received or to be unrelated to the Mortgage Loans identified missing or defective (that is, mutilated, damaged, defaced or unexecuted) in the Mortgage Loan Schedule or not to appear regular on its faceany material respect, the Trustee shall promptly (and in any event within no event more than 30 days five Business Days) after the discovery of such defect) finding so notify the Seller, which shall have a period of 60 days after the date of such notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material defect is not so corrected or curedrelated Servicer, the Seller will, not later than 60 days after and the Trustee's notice to it referred to above respecting such defect, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substitutedDepositor. In addition, such Substitute the Trustee shall also notify the related Servicer, the Seller and the Depositor, if (a) in examining the Mortgage Files, the documentation shows on its face (i) any adverse claim, lien or encumbrance, (ii) that any Mortgage Note was overdue or had been dishonored, (iii) any evidence on the face of any Mortgage Note or Mortgage of any security interest or other right or interest therein, or (iv) any defense against or claim to the Mortgage Note by any party or (b) the original Mortgage with evidence of recording thereon with respect to a Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that is not received within 270 days of the Closing Date; provided, however, that if the Depositor cannot deliver the original Mortgage Loan for which it is substituted. In the case with evidence of recording thereon because of a repurchased delay caused by the public recording office where such Mortgage Loan or propertyhas been delivered for recordation, the purchase price Depositor shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant deliver or cause to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee written notice stating that such Mortgage has been delivered to the appropriate public recording officer for recordation and thereafter the Substitution Principal AmountDepositor 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 request that the Seller correct or cure such omission, together with (i) interest on defect or other irregularity, or substitute a Mortgage Loan pursuant to the provisions of Section 3.03, within 60 days from the date the Seller was notified of such Substitution Principal Amount omission or defect and, if the Seller does not correct or cure such omission or defect within such period, that the Seller purchase such Mortgage Loan from the Trustee within 90 days from the date the Trustee notified the Seller of such omission, defect or other irregularity at the applicable Net Mortgage Interest Rate to the following Due Date Purchase Price of such Mortgage Loan. The Purchase Price for any Mortgage Loan which is being substituted for and (ii) an amount equal purchased pursuant to this Section 2.02 shall be paid to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made related Servicer and deposited by the Servicer, the Master related Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon related Collection Account promptly upon receipt, and, upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may bea Servicing Officer, the Trustee shall promptly release to the related Seller the related Owner Mortgage Loan File and the Trustee shall execute and deliver such instrument instruments of transfer or assignment (orassignment, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary action to reflect such assignment on the records of MERS), in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial ownership of such substituted or repurchased its designee, as the case may be, any Mortgage Loan or propertyreleased pursuant hereto, and the Trustee shall have no further responsibility with regard to such Mortgage Loan. It is understood and agreed that the obligation of the Seller to purchase, cure or substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect be under no duty or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant inspect, review and examine such documents, instruments, certificates or other papers to this Section 2.02determine that they are genuine, enforceable 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 mayshall keep confidential the name of each Mortgagor and shall not solicit any such Mortgagor for the purpose of refinancing the related Mortgage Loan. Within 280 days of the Closing Date, concurrently with the execution Trustee shall deliver to the Depositor and delivery hereof or at any time thereaftereach Servicer the Trustee's Certification, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which G attached hereto, setting forth the Trustee appoints a Custodian to hold status of the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review Files as of such documents required under the first paragraph of this Section 2.02date.

Acceptance by Trustee. The Trustee hereby confirms that it has confirmation from [___________________________], as Securities Intermediary for the Trustee, acknowledges receipt that (i) the Book-Entry Underlying Securities have been confirmed by the Depository to have been delivered to the Trustee, and held by the Securities Intermediary in book-entry form, as a participant in the Depository, and (ii) the Securities Intermediary is holding such Book-Entry Underlying Securities for the account of the Mortgage NotesTrustee, as owner of the Mortgages, Underlying Securities as trustee for the assignments (unless the related Mortgage has been registered in the name of MERS or its designee) and other documents required to be delivered on the Closing Date pursuant to Section 2.01 above and Certificateholders. The Trustee declares that it holds and will shall hold such documents and the other documents constituting a part of ownership interest in the Owner Mortgage Loan Files delivered to it Underlying Securities in trust, upon the trusts terms herein set forth, for the use and benefit of all present and future Certificateholders. The Trustee agrees, for the benefit of Certificateholders, to review each Owner Mortgage Loan File confirm that the class designations and original principal balances with respect to the Underlying Securities conform to the information set forth on Schedule I within 45 10 days after execution and delivery of this Agreement in order to ascertain that all required documents set forth in Section 2.01 have been executed and received and appear regular on their face, and that such documents relate to the Mortgage Loans identified Agreement. If in the Mortgage Loan Schedule, and in so doing the Trustee may rely on the purported due execution and genuineness course of any such document and on the purported genuineness of any signature thereon. If within such 45 day period confirmation the Trustee finds that the information with respect to any document constituting a part of an Owner Mortgage Loan File Underlying Security does not to have been executed or received or to be unrelated conform to the Mortgage Loans identified in the Mortgage Loan related information set forth on Schedule or not to appear regular on its faceI, the Trustee shall promptly (and in no event more than 30 days after the discovery of such defect) so notify the Seller, which Depositor. The Depositor shall have a period of 60 days after the date of such notice within which to promptly correct or cure any such defect. The Seller hereby covenants and agrees thatdefect within 45 days from the date it was notified of such omission or defect and, if any material the Depositor does not correct or cure such omission or defect is not so corrected or curedwithin such period, the Seller will, not later than 60 days after the Trustee's notice to it referred to above respecting such defect, either (i) repurchase Depositor shall purchase the related Mortgage Loan or any property acquired in respect thereof Underlying Security from the Trust Estate at a price equal to (a) 100% of Trustee on the unpaid principal balance of such Mortgage Loan plus (b) accrued interest at Distribution Date in the Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of month following the month in which such repurchase takes place or (ii) if within two years of the Startup Day, or such other 45-day period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. In the case of a repurchased Mortgage Loan or property, the purchase price shall be deposited by the Seller in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee and the Substitution Principal Amount, together with (i) interest on such Substitution Principal Amount expired at the applicable Net Mortgage Interest Rate to the following Due Date Purchase Price of such Mortgage Loan which is being substituted Underlying Security. The Purchase Price for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, purchased Underlying Security shall be deposited in the Certificate Account. The Monthly Payment Account on such date for distribution to the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon related Certificateholders and, upon receipt by the Trustee of written notification of any such deposit signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the case may bedeposit, the Trustee shall release cause the Securities Intermediary to hold any such repurchased Underlying Security which is a Book-Entry Underlying Security for the Seller account of the related Owner Mortgage Loan File Depositor and shall execute and deliver take such instrument of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall take all necessary other action to reflect such assignment on the records of MERS), in each case without recourse, as shall be necessary to vest in the Seller legal and beneficial Depositor or its designee ownership of such substituted or repurchased Mortgage Loan or propertythe Underlying Security released pursuant hereto. It is understood and agreed that the obligation of the Seller Depositor to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in a constituent document exists purchase an Underlying Security shall constitute the sole remedy respecting such against the Depositor with respect to a defect or omission available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Trustee to give any notice contemplated herein within forty-five (45) days after the execution of this Agreement shall not affect or relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this Section 2.02. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a Custodial Agreement substantially in the form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other documents related to the Mortgage Loans received by the Trustee, in trust for the benefit of all present and future Certificateholders, which may provide, among other things, that the Custodian shall conduct the review of such documents required under the first paragraph of this Section 2.02.