Common use of Acceptance by the Trustee Clause in Contracts

Acceptance by the Trustee. (a) The Trustee acknowledges receipt of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage Files, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer and the Trust Administrator a Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller and Servicer and the Trust Administrator a Trust Receipt and Final Certification in the form annexed hereto as Exhibit L, with any applicable exceptions noted thereon. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final Certification; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such period, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s failure to record such Assignment of Mortgage, and provided, further, that no Seller shall be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s failure to record such Assignment of Mortgage. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K I and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage Files, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer and the Trust Administrator a Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K. I. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller and Servicer and the Trust Administrator a Trust Receipt and Final Certification in the form annexed hereto as Exhibit LJ, with any applicable exceptions noted thereon. Subject to the provisions of Section 2.01 and subject to any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final Certification; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related With respect to each Mortgage Loan for which it is the Seller, each Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related such Seller does not correct or cure such defect within such period, the related such Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date that the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s failure to record such Assignment of Mortgage, and provided, further, that no Seller shall be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s failure to record such Assignment of Mortgage. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. K. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M K hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt by each Custodian of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K G and declares that it holds each Custodian on its behalf hold and will hold such documents and the other documents delivered to it such Custodian constituting the Trustee Mortgage Files, and that it or the related Custodian holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession through the related Custodian of the Mortgage Notes in the State of Illinois Texas or the State of TexasIllinois, as directed by the Seller, unless otherwise permitted by the Rating Agencies. The Trustee or the Each Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer FSA, the Trustee and the Trust Administrator a Trust Receipt and Servicers an Initial Certification in the form annexed hereto as Exhibit K. G. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the each Custodian acknowledges will acknowledge that such documents appear regular on their face and relate to such Mortgage Loan. The Neither the Trustee or nor the Custodian Custodians shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the Closing Date, the Trustee or the each Custodian shall is required to deliver to the Depositor, the Master ServicerSeller, each Seller and Servicer FSA, the Trustee and the Trust Administrator Servicers a Trust Receipt and Final Certification in the form annexed hereto as Exhibit LH, with any applicable exceptions noted thereon. If, in the course of such review, the Trustee or the a Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the such Custodian shall will list such as an exception in the Trust Receipt and Final Certification; provided, however, that neither the Trustee or nor the related Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 120 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such period, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee or the Custodian within 90 120 days from the date the related Seller was notified of such defect in writing at the Purchase Repurchase Price of such Mortgage Loan; provided, however, that in no event shall such substitution or such longer period not to exceed 720 repurchase occur more than 540 days from the Closing Date Date, except that if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office, then such substitution or repurchase shall occur within 720 days from the Closing Date; and further provided, however, that a the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s 's failure to record such Assignment of Mortgage, and provided, further, that no the Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s 's failure to record such Assignment of Mortgage. The Trustee shall deliver written notice to each Rating Agency within 270 360 days from the Closing Date indicating each Mortgage Loan (a) for the Assignment of Mortgage which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the Assignment of Mortgage for the related Mortgage Loan is returned to the TrusteeTrustee or the dispute as to location or status has been resolved. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Repurchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s 's request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s 's interest in any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if the Seller is not a member of MERS and repurchases a Mortgage Loan which is registered on the MERS(R) System, the Seller, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations. Pursuant to the related Custodial Agreement, the related Custodian is required to execute and deliver on the Subsequent Transfer Date to the Depositor, the Seller, FSA, the Trustee and the related Servicer an Initial Certification in the form annexed hereto as Exhibit G. Based on its review and examination, and only as to the documents identified in such Initial Certification, the related Custodian shall acknowledge that such documents appear regular on their face and relate to such Subsequent Mortgage Loan. Neither the Trustee nor the related Custodian shall be under a duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Pursuant to the related Custodial Agreement, not later than 90 days after the end of the Pre-Funding Period, the related Custodian is required to deliver to the Depositor, the Seller, FSA, the Trustee and the related Servicer a Final Certification with respect to the Subsequent Mortgage Loans in the form annexed hereto as Exhibit H with any applicable exceptions noted thereon. If, in the course of such review of the Mortgage Files relating to the Subsequent Mortgage Loans, the related Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, pursuant to the related Custodial Agreement, the related Custodian will be required to list such as an exception in the Final Certification; provided, however that neither the Trustee nor the related Custodian shall make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall cure any such defect or repurchase or substitute for any such Mortgage Loan in accordance with Section 2.02(a). It is understood and agreed that the obligation of the Seller to cure, substitute for or to repurchase any Mortgage Loan which does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting such defect available to the Trustee, the Depositor and any Certificateholder against the Seller. The Trustee shall pay to each Custodian from time to time reasonable compensation for all services rendered by it hereunder or under the related Custodial Agreement, and the Trustee shall pay or reimburse each Custodian upon its request for all reasonable expenses, disbursements and advances incurred or made by such Custodian in accordance with any of the provisions of this Agreement or the related Custodial Agreement, except any such expense, disbursement or advance as may arise from its negligence or bad faith.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt of shall, or pursuant to the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting Custodial Agreements, the Trustee Mortgage Filesshall require the Custodians, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Trustee, the Certificate Insurer, Xxxxx Fargo, as a Servicer, each Seller, each Servicer and the Trust Administrator a Trust Receipt and Initial Certification with respect to the Mortgage Loans in the form annexed hereto as Exhibit K. Based J. Such Trust Receipt and Initial Certification shall require the Custodians, based on its their review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges to acknowledge that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian Custodians shall not be under no duty or obligation required to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not The Trustee shall, or pursuant to the Custodial Agreements, the Trustee shall require the Custodians to, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Xxxxx Fargo as Servicer, each Seller and Servicer the Trustee, the Certificate Insurer and the Trust Administrator a Trust Receipt and Final Certification with respect to the Mortgage Loans, in the form annexed hereto as Exhibit LK, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from the Custodians, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders and the Certificate Insurer. If, in the course of such its review, the Trustee or the Custodian finds Custodians find any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01to be missing or incomplete, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final Certification; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of Certificateholders or the Certificate Insurer in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s Custodians’ failure to record such Assignment of Mortgage, and provided, further, that no the Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s Custodians’ failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall direct the Custodians to deliver written notice to each Rating Agency and the Certificate Insurer written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trusteerelated Custodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee Trustee, the Certificate Insurer and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. L. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M L hereto, the Trustee or the related Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the preceding paragraph the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related 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. With respect to any Mortgage Loan that is delinquent, in default or default is reasonably foreseeable for which the Seller reasonably believes breaches a representation, warranty or covenant under a purchase agreement pursuant to which the Seller purchased from the originator or prior holder of such Mortgage Loan, the Seller shall have the right to repurchase such Mortgage Loan from the Trust at any time in order to facilitate its rights against such originator or prior holder of such Mortgage Loan at a price equal to the Purchase Price; provided, however, that in no event shall such repurchase take place with respect to Mortgage Loans constituting more than 5% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans. Any such repurchase by the Seller pursuant to this provision shall be effected in accordance with the provisions of Section 2.03(c). In the event that DLJMC exercises such option, the Repurchase Price therefor shall be deposited in the Certificate Account and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit L hereto, the related Custodian shall release the related Mortgage File held for the benefit of the Certificateholders and the Certificate Insurer to DLJMC, and the Trustee shall execute and deliver at DLJMC’s direction such instruments of transfer or assignment prepared by DLJMC, in each case without recourse, as shall be necessary to transfer title from the Trustee to DLJMC.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt of Pursuant to the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage Filesrelated Custodial Agreement, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the each Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer Trustee and the Trust Administrator a Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K. I. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the each Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian Custodians shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not Pursuant to the related Custodial Agreement, not later than 90 days after the Closing Date, the Trustee or the each Custodian shall deliver to the Depositor, the Master Servicer, each Seller and Servicer Trustee and the Trust Administrator a Trust Receipt and Final Certification in the form annexed hereto as Exhibit LJ, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from the Custodians, and subject to the provisions of Section 2.01 and any exceptions noted on an exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and shall hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or shall hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such review, the Trustee or the a Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the such Custodian shall list such as an exception in the Trust Receipt and Final CertificationCertification pursuant to the related Custodial Agreement; provided, however, that the Trustee or the a Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of Certificateholders in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date that the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording officeoffice or title insurer, as applicable; provided, however, that a the related Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s Custodian's failure to record such Assignment of Mortgage, and provided, further, that no related Seller shall be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s a Custodian's failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall deliver written notice or direct the related Custodian to deliver to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trusteerelated Custodian. Any such substitution pursuant to clause (a) above or purchase pursuant to (b) above of the preceding sentence shall not be effected prior to the delivery to the Trustee and the Trust Administrator of (1) the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a2) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. K. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited remitted by the related Seller to the related Servicer for deposit in the Certificate related Collection Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of during which the related Seller became obligated hereunder to repurchase and, upon or replace such Mortgage Loan. Upon receipt of such deposit and certification remittance, the related Servicer shall deliver a Request for Release with respect thereto substantially in the form of Exhibit M heretoK to the related Custodian, with copies to the Trustee and the Trust Administrator, and upon receipt of such Request for Release, the Trustee or the related Custodian shall release the related Mortgage File held for the benefit of the Certificateholders to the related Seller Seller, and the Trustee shall execute and deliver at such entity’s request the related Seller's direction such instruments of transfer or assignment prepared by such entitythe related Seller, in each case without recourse, as shall be necessary to vest in such entity, or transfer title from the Trustee to the related Seller. If pursuant to the preceding paragraph the related Seller repurchases a designeeMortgage Loan that is a MERS Mortgage Loan, the Trustee’s interest related Servicer shall, at the related Seller's expense, either (i) cause MERS to execute and deliver an Assignment of Mortgage in any recordable form to transfer the Mortgage Loan released pursuant heretofrom MERS to the related 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 related Seller as the beneficial holder of such Mortgage Loan.

Acceptance by the Trustee. (a) The Trustee acknowledges the receipt of, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, the documents identified referred to in Section 2.01 above and all other assets included in the definition of "Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K Fund" and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee a Mortgage FilesFile, and that it holds or will hold all such assets and such other assets as are included in the definition of "Trust Fund, " in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver (or cause the Custodian to execute and deliver) to the Depositor on or prior to the Closing Date to an acknowledgment of receipt of the Depositororiginal Mortgage Note (with any exceptions noted), the Master Servicer, each Seller, each Servicer and the Trust Administrator a Trust Receipt and Initial Certification substantially in the form annexed attached as Exhibit F-3 hereto. The Trustee agrees, for the benefit of the Certificateholders, to review (or cause the Custodian to review) each Mortgage File within 60 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 60 days of receipt and with respect to any Qualified Substitute Mortgage, within 60 days after the assignment thereof) and to certify (or cause the Custodian to certify) in substantially the form attached hereto as Exhibit K. Based on its review and examinationF-1 that, and only as to each Mortgage Loan listed in the documents 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 being covered by such Trust Receipt and Initial Certificationcertification), the Trustee or the Custodian acknowledges that (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents appear regular on their face have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (1), (2), (3), (5) (13) and (26) (but only as to whether the Mortgage Loan as a Prepayment Charge) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File, (iv) all Assignments of Mortgage or intervening assignments of mortgage, as applicable, have been submitted for recording and (v) each Mortgage Note has been endorsed as provided in Section 2.01(i) of this Agreement and each Mortgage has been assigned in accordance with Section 2.01(iii) of this Agreement. The It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian shall be Custodian, as applicable) is under no duty or obligation to inspect, review or examine said any such documents, instruments, certificates or other papers to determine that the same they are genuine, enforceable enforceable, or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after Prior to the Closing Date, first anniversary date of this Agreement the Trustee shall deliver (or cause the Custodian shall deliver to deliver) to the Depositor, the Master Servicer, each Seller and Servicer Depositor and the Trust Administrator Servicer a Trust Receipt and Final Certification final certification in the form annexed hereto as Exhibit LF-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, If in the course process of such reviewreviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee (or the Custodian Custodian, as applicable) finds any document or documents constituting a part of a Mortgage File which does not meet to be missing or defective in any material respect, at the requirements conclusion of Section 2.01its review the Trustee, upon its notification by the Custodian, if applicable, shall so notify the Seller, the Depositor and the Servicer. In addition, upon the discovery by the Seller, Depositor, the Trustee or the Custodian shall list Servicer (or upon receipt by the Trustee of written notification of such as an exception breach) of a breach of any of the representations and warranties made by the Seller in the Trust Receipt related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Depositor and Final Certification; provided, however, the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans and the Related Documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee and that such property not be part of the Depositor's estate or property of the Custodian 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 not make any determination as be deemed to whether (i) any endorsement is sufficient have granted and does hereby grant to transfer the Trustee, on behalf of the Trust, a first priority perfected security interest in all of the Depositor's right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that the Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect Loans and the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such period, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s failure to record such Assignment of MortgageRelated Documents, and provided, further, that no Seller this Agreement shall be obligated to repurchase or cure any Mortgage Loan solely as constitute a result of the Trustee’s failure to record such Assignment of Mortgage. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant heretosecurity agreement under applicable law.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt by each Custodian of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K G and declares that it holds each Custodian on its behalf hold and will hold such documents and the other documents delivered to it such Custodian constituting the Trustee Mortgage Files, and that it or the related Custodian holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession through the related Custodian of the Mortgage Notes in the State of Illinois Texas or the State of TexasIllinois, as directed by the Seller, unless otherwise permitted by the Rating Agencies. The Trustee or the Each Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer FSA, the Trustee and the Trust Administrator a Trust Receipt and Servicers an Initial Certification in the form annexed hereto as Exhibit K. G. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the each Custodian acknowledges will acknowledge that such documents appear regular on their face and relate to such Mortgage Loan. The Neither the Trustee or nor the Custodian Custodians shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the Closing Date, the Trustee or the each Custodian shall is required to deliver to the Depositor, the Master ServicerSeller, each Seller and Servicer FSA, the Trustee and the Trust Administrator Servicers a Trust Receipt and Final Certification in the form annexed hereto as Exhibit LH, with any applicable exceptions noted thereon. If, in the course of such review, the Trustee or the a Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the such Custodian shall will list such as an exception in the Trust Receipt and Final Certification; provided, however, that neither the Trustee or nor the related Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such period, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Repurchase Price of such Mortgage Loan; provided, however, that in no event shall such substitution or such longer period not to exceed 720 repurchase occur more than 540 days from the Closing Date Date, except that if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office, then such substitution or repurchase shall occur within 720 days from the Closing Date; and further provided, however, that a the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s 's failure to record such Assignment of Mortgage, and provided, further, that no the Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s 's failure to record such Assignment of Mortgage. The Trustee shall deliver written notice to each Rating Agency within 270 360 days from the Closing Date indicating each Mortgage Loan (a) for the Assignment of Mortgage which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the Assignment of Mortgage for the related Mortgage Loan is returned to the TrusteeTrustee or the dispute as to location or status has been resolved. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Repurchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s 's request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s 's interest in any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if the Seller is not a member of MERS and repurchases a Mortgage Loan which is registered on the MERS(R) System, the Seller, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations. Pursuant to the related Custodial Agreement, the related Custodian is required to execute and deliver on the Subsequent Transfer Date to the Depositor, the Seller, FSA, the Trustee and the related Servicer an Initial Certification in the form annexed hereto as Exhibit G. Based on its review and examination, and only as to the documents identified in such Initial Certification, the related Custodian shall acknowledge that such documents appear regular on their face and relate to such Subsequent Mortgage Loan. Neither the Trustee nor the related Custodian shall be under a duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Pursuant to the related Custodial Agreement, not later than 90 days after the end of the Pre-Funding Period, the related Custodian is required to deliver to the Depositor, the Seller, FSA, the Trustee and the related Servicer a Final Certification with respect to the Subsequent Mortgage Loans in the form annexed hereto as Exhibit H with any applicable exceptions noted thereon. If, in the course of such review of the Mortgage Files relating to the Subsequent Mortgage Loans, the related Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, pursuant to the related Custodial Agreement, the related Custodian will be required to list such as an exception in the Final Certification; provided, however that neither the Trustee nor the related Custodian shall make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall cure any such defect or repurchase or substitute for any such Mortgage Loan in accordance with Section 2.02(a). It is understood and agreed that the obligation of the Seller to cure, substitute for or to repurchase any Mortgage Loan which does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting such defect available to the Trustee, the Depositor and any Certificateholder against the Seller. The Trustee shall pay to each Custodian from time to time reasonable compensation for all services rendered by it hereunder or under the related Custodial Agreement, and the Trustee shall pay or reimburse each Custodian upon its request for all reasonable expenses, disbursements and advances incurred or made by such Custodian in accordance with any of the provisions of this Agreement or the related Custodial Agreement, except any such expense, disbursement or advance as may arise from its negligence or bad faith.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt by the Custodian of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K G and declares that it holds the Custodian on its behalf hold and will hold such documents and the other documents delivered to it the Custodian constituting the Trustee Mortgage Files, and that it or the Custodian holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession through the Custodian of the Mortgage Notes in the State of Illinois Texas or the State of TexasIllinois, as directed by the Seller, unless otherwise permitted by the Rating Agencies. The Trustee or Custodian is required under the Custodian agrees Custodial Agreement to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer the Trustee and the Trust Administrator a Trust Receipt and Servicers an Initial Certification in the form annexed hereto as Exhibit K. G. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, pursuant to the Trustee or Custodial Agreement, the Custodian acknowledges will acknowledge that such documents appear regular on their face and relate to such Mortgage Loan. The Neither the Trustee or nor the Custodian shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the Closing Date, the Trustee or the Custodian shall is required to deliver to the Depositor, the Master ServicerSeller, each Seller and Servicer the Trustee and the Trust Administrator Servicers a Trust Receipt and Final Certification in the form annexed hereto as Exhibit LH, with any applicable exceptions noted thereon. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, pursuant to the Trustee or Custodial Agreement, the Custodian shall will list such as an exception in the Trust Receipt and Final Certification; provided, however, that neither the Trustee or nor the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 120 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such period, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee or the Custodian within 90 120 days from the date the related Seller was notified of such defect in writing at the Purchase Repurchase Price of such Mortgage Loan; provided, however, that in no event shall such substitution or such longer period not to exceed 720 repurchase occur more than 540 days from the Closing Date Date, except that if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office, then such substitution or repurchase shall occur within 720 days from the Closing Date; and further provided, however, that a the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s 's failure to record such Assignment of Mortgage, and provided, further, that no the Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s 's failure to record such Assignment of Mortgage. The Trustee shall deliver written notice to each Rating Agency within 270 360 days from the Closing Date indicating each Mortgage Loan (a) for the Assignment of Mortgage which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the Assignment of Mortgage for the related Mortgage Loan is returned to the Trustee. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. No substitution is permitted dispute as to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on location or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto.status has been

Acceptance by the Trustee. (a) The Trustee acknowledges receipt of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K H and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage Files, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer and the Trust Administrator a Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K. H. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller and Servicer and the Trust Administrator a Trust Receipt and Final Certification in the form annexed hereto as Exhibit LI, with any applicable exceptions noted thereon. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final Certification; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such period, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s failure to record such Assignment of Mortgage, and provided, further, that no Seller shall be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s failure to record such Assignment of Mortgage. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. J. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M J hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt of shall, or pursuant to the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting Custodial Agreements, the Trustee Mortgage Filesshall require the Custodians, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Trustee, Xxxxx Fargo, as a Servicer, each Seller, each Servicer and the Trust Administrator a Trust Receipt and Initial Certification with respect to the Mortgage Loans in the form annexed hereto as Exhibit K. Based J. Such Trust Receipt and Initial Certification shall require the Custodians, based on its their review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges to acknowledge that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian Custodians shall not be under no duty or obligation required to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not The Trustee shall, or pursuant to the Custodial Agreements, the Trustee shall require the Custodians to, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Xxxxx Fargo as Servicer, each Seller and Servicer the Trustee and the Trust Administrator a Trust Receipt and Final Certification with respect to the Mortgage Loans, in the form annexed hereto as Exhibit LK, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from the Custodians, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such its review, the Trustee or the Custodian finds Custodians find any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01to be missing or incomplete, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final Certification; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of Certificateholders in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s Custodians’ failure to record such Assignment of Mortgage, and provided, further, that no the Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s Custodians’ failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall direct the Custodians to deliver written notice to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trusteerelated Custodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. L. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M L hereto, the Trustee or the related Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the preceding paragraph the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related 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. With respect to any Mortgage Loan that is delinquent, in default or default is reasonably foreseeable for which the Seller reasonably believes breaches a representation, warranty or covenant under a purchase agreement pursuant to which the Seller purchased from the originator or prior holder of such Mortgage Loan, the Seller shall have the right to repurchase such Mortgage Loan from the Trust at any time in order to facilitate its rights against such originator or prior holder of such Mortgage Loan at a price equal to the Purchase Price; provided, however, that in no event shall such repurchase take place with respect to Mortgage Loans constituting more than 5% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans. Any such repurchase by the Seller pursuant to this provision shall be effected in accordance with the provisions of Section 2.03(c). In the event that DLJMC exercises such option, the Repurchase Price therefor shall be deposited in the Certificate Account and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit L hereto, the related Custodian shall release the related Mortgage File held for the benefit of the Certificateholders to DLJMC, and the Trustee shall execute and deliver at DLJMC’s direction such instruments of transfer or assignment prepared by DLJMC, in each case without recourse, as shall be necessary to transfer title from the Trustee to DLJMC.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt by itself or the Custodians of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K G and declares that it holds or the Custodians on its behalf hold and will hold such documents and the other documents delivered to it or the Custodians, respectively, constituting the Trustee Mortgage Files, and that it or the related Custodian holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it or the related Custodian will maintain possession of the Mortgage Notes in the State of Texas, the State of Illinois or the State of TexasCalifornia, as directed by the Seller, unless otherwise permitted by the Rating Agencies. The Trustee or Each Custodian is required under the Custodian agrees related Custodial Agreement to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer the Trustee and the Trust Administrator a Trust Receipt and Servicers an Initial Certification in the form annexed hereto as Exhibit K. G with respect to the Mortgage Loans delivered to such Custodian. The Trustee shall deliver on the Closing Date to the Depositor, the Seller, the Trustee and the Servicers an Initial Certification in the form annexed hereto as Exhibit G with respect to the Mortgage Loans delivered to the Trustee. Based on its respective review and examination, and only as to the documents identified in such Trust Receipt and related Initial Certification, pursuant to the Trustee or the Custodial Agreement, each Custodian acknowledges will acknowledge that such documents delivered to it appear regular on their face and relate to such Mortgage Loan and pursuant to this Agreement the Trustee will acknowledge that such documents delivered to it appear regular on their face and relate to such Mortgage Loan. The Neither the Trustee or nor the Custodian Custodians shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the Closing Date, the Trustee or and the Custodian shall Custodians are each required to deliver to the Depositor, the Master ServicerSeller, each Seller and Servicer the Trustee and the Trust Administrator Servicers a Trust Receipt and Final Certification with respect to the Mortgage Loans delivered to it in the form annexed hereto as Exhibit LH, with any applicable exceptions noted thereon. If, in the course of such review, the Trustee or the Custodian a Custodian, as applicable, finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or or, pursuant to the Custodian shall related Custodial Agreement, the related Custodian, will list such as an exception in the Trust Receipt and Final Certification; provided, however, that neither the Trustee or nor the Custodian Custodians shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 120 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee or the Custodian within 90 120 days from the date the related Seller was notified of such defect in writing at the Purchase Repurchase Price of such Mortgage Loan; provided, however, that in no event shall such substitution or such longer period not to exceed 720 repurchase occur more than 540 days from the Closing Date Date, except that if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office, then such substitution or repurchase shall occur within 720 days from the Closing Date; and further provided, however, that a the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s 's failure to record such Assignment of Mortgage, and provided, further, that no the Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s 's failure to record such Assignment of Mortgage. The Trustee shall deliver written notice to each Rating Agency within 270 360 days from the Closing Date indicating each Mortgage Loan (a) for the Assignment of Mortgage which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the Assignment of Mortgage for the related Mortgage Loan is returned to the TrusteeTrustee or the dispute as to location or status has been resolved. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Repurchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s 's request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s 's interest in any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if the Seller is not a member of MERS and repurchases a Mortgage Loan which is registered on the MERS(R) System, the Seller, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations. Pursuant to the related Custodial Agreement, the related Custodian is required to execute and deliver on the Subsequent Transfer Date to the Depositor, the Seller, the Trustee and the Servicers an Initial Certification in the form annexed hereto as Exhibit G. Based on its review and examination, and only as to the documents identified in such Initial Certification, the related Custodian shall acknowledge that such documents appear regular on their face and relate to such Subsequent Mortgage Loan. Neither the Trustee nor the related Custodian shall be under a duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Pursuant to the related Custodial Agreement, not later than 90 days after the end of the Pre-Funding Period, the related Custodian is required to deliver to the Depositor, the Seller, the Trustee and the related Servicer a Final Certification with respect to the Subsequent Mortgage Loans in the form annexed hereto as Exhibit H with any applicable exceptions noted thereon. If, in the course of such review of the Mortgage Files relating to the Subsequent Mortgage Loans, the related Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, pursuant to the related Custodial Agreement, the related Custodian will be required to list such as an exception in the Final Certification; provided, however that neither the Trustee nor the related Custodian shall make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall cure any such defect or repurchase or substitute for any such Mortgage Loan in accordance with Section 2.02(a). It is understood and agreed that the obligation of the Seller to cure, substitute for or to repurchase any Mortgage Loan which does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting such defect available to the Trustee, the Depositor and any Certificateholder against the Seller. The Trustee shall pay to each Custodian from time to time reasonable compensation for all services rendered by it hereunder or under the related Custodial Agreement, and the Trustee shall pay or reimburse each Custodian upon its request for all reasonable expenses, disbursements and advances incurred or made by such Custodian in accordance with any of the provisions of this Agreement or the related Custodial Agreement, except any such expense, disbursement or advance as may arise from its negligence or bad faith.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt of shall, or pursuant to the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting Custodial Agreements, the Trustee Mortgage Filesshall require the Custodians, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Trustee, Xxxxx Fargo, as a Servicer, each Seller, each Servicer and the Trust Administrator a Trust Receipt and Initial Certification with respect to the Mortgage Loans in the form annexed hereto as Exhibit K. Based J. Such Trust Receipt and Initial Certification shall require the Custodians, based on its their review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges to acknowledge that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian Custodians shall not be under no duty or obligation required to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not The Trustee shall, or pursuant to the Custodial Agreements, the Trustee shall require the Custodians to, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Xxxxx Fargo as Servicer, each Seller and Servicer the Trustee and the Trust Administrator a Trust Receipt and Final Certification with respect to the Mortgage Loans, in the form annexed hereto as Exhibit LK, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from the Custodians, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such its review, the Trustee or the Custodian finds Custodians find any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01to be missing or incomplete, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final Certification; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related such Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of Certificateholders in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related such Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a such Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s Custodians’ failure to record such Assignment of Mortgage, and provided, further, that no such Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s Custodians’ failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall direct the Custodians to deliver written notice to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trusteerelated Custodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. L. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M L hereto, the Trustee or the related Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the preceding paragraph the related Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall, at the related 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 related 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 related Seller as the beneficial holder of such Mortgage Loan. With respect to any Mortgage Loan that is delinquent, in default or default is reasonably foreseeable for which the related Seller reasonably believes breaches a representation, warranty or covenant under a purchase agreement pursuant to which the related Seller purchased from the originator or prior holder of such Mortgage Loan, the related Seller shall have the right to repurchase such Mortgage Loan from the Trust at any time in order to facilitate its rights against such originator or prior holder of such Mortgage Loan at a price equal to the Purchase Price; provided, however, that in no event shall such repurchase take place with respect to Mortgage Loans constituting more than 5% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans. Any such repurchase by a Seller pursuant to this provision shall be effected in accordance with the provisions of Section 2.03(c). In the event that DLJMC exercises such option, the Repurchase Price therefor shall be deposited in the Certificate Account and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit L hereto, the related Custodian shall release the related Mortgage File held for the benefit of the Certificateholders to DLJMC, and the Trustee shall execute and deliver at DLJMC’s direction such instruments of transfer or assignment prepared by DLJMC, in each case without recourse, as shall be necessary to transfer title from the Trustee to DLJMC.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt Pursuant to Section 4 of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage FilesCustodial Agreement, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer Servicer, the Trustee and the Trust Administrator a Trust Receipt and Initial Certification with respect to the Mortgage Loans in the form annexed hereto as Exhibit K. H. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not Pursuant to Section 6 of the Custodial Agreement, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller and Servicer Servicer, the Trustee and the Trust Administrator a Trust Receipt and Final Certification with respect to the Mortgage Loans in the form annexed hereto as Exhibit LI, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from the Custodian, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final CertificationCertification pursuant to Section 6 of the Custodial Agreement; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such period, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the TrusteeCustodian’s failure to record such Assignment of Mortgage, and provided, further, that no Seller shall be obligated to repurchase or cure any Mortgage Loan solely as a result of the TrusteeCustodian’s failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall direct the Custodian to deliver written notice to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the TrusteeCustodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. J. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M J hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the preceding paragraph the related Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall, at the related 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 related 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 related Seller as the beneficial holder of such Mortgage Loan.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage Files, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer and the Trust Administrator a Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller and Servicer and the Trust Administrator a Trust Receipt and Final Certification in the form annexed hereto as Exhibit L, with any applicable exceptions noted thereon. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final Certification; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such period, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s 's failure to record such Assignment of Mortgage, and provided, further, that no Seller shall be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s 's failure to record such Assignment of Mortgage. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s 's request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s 's interest in any Mortgage Loan released pursuant hereto.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K I and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage Files, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. DLJMC hereby assigns (i) to the Trust Administrator, on behalf of the Trustee, its security interest in and to any Additional Collateral, its right to receive amounts due or to become due in respect of any Additional Collateral and all of its rights in each Additional Collateral Agreement and (ii) to the Trustee its rights as beneficiary under the Limited Purpose Surety Bond, in respect of any Additional Collateral Mortgage Loans. With respect to any Additional Collateral Mortgage Loan, the Additional Collateral Servicer shall take all necessary actions as required in the Additional Collateral Agreement with regards to the Additional Collateral and shall cause to be filed in the appropriate recording office a Form UCC-3 giving notice of the assignment of the related security interest to the Trust Fund and shall thereafter cause the timely filing of all necessary continuation statements with regard to such financing statements. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer and the Trust Administrator a Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K. I. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller and Servicer and the Trust Administrator a Trust Receipt and Final Certification in the form annexed hereto as Exhibit LJ, with any applicable exceptions noted thereon. Subject to the provisions of Section 2.01 and subject to any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final Certification; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related With respect to each Mortgage Loan for which it is the Seller, each Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related such Seller does not correct or cure such defect within such period, the related such Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date that the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s failure to record such Assignment of Mortgage, and provided, further, that no Seller shall be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s failure to record such Assignment of Mortgage. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. K. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M K hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt Pursuant to Section 4 of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage FilesCustodial Agreement, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Sellerthe Sellers, each Servicer Servicer, the Trustee and the Trust Administrator a Trust Receipt and Initial Certification with respect to the Mortgage Loans in the form annexed hereto as Exhibit K. J. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not Pursuant to Section 6 of the Custodial Agreement, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller the Sellers and Servicer Servicer, the Trustee and the Trust Administrator a Trust Receipt and Final Certification with respect to the Mortgage Loans in the form annexed hereto as Exhibit LK, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from the Custodian, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final CertificationCertification pursuant to Section 6 of the Custodial Agreement; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of Certificateholders in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a the related Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the TrusteeCustodian’s failure to record such Assignment of Mortgage, and provided, further, that no the related Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the TrusteeCustodian’s failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall direct the Custodian to deliver written notice to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the TrusteeCustodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. L. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M L hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the preceding paragraph the related Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall, at the related 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 related 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 related Seller as the beneficial holder of such Mortgage Loan. With respect to any Mortgage Loan which becomes delinquent in payment by 90 days or more or is an REO Property, DLJMC shall have the right to repurchase such Mortgage Loan from the Trust at a price equal to the Repurchase Price; provided, however, that (i) such Mortgage Loan is still 90 days or more delinquent or is an REO Property as of the date of such repurchase and (ii) this repurchase option, if not theretofore exercised, shall terminate on the date at the close of business on the 90th day after the Mortgage Loan is 90 days delinquent or the Mortgage Loan becomes an REO Property; provided, further, that in no event shall repurchases pursuant to this paragraph take place with respect to Mortgage Loans constituting more than 5% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans. This repurchase obligation, if not exercised, shall not be thereafter reinstated unless the delinquency is cured and the Mortgage Loan thereafter again becomes 90 days or more delinquent or becomes an REO Property, in which case the option shall again become exercisable as of the first day the Mortgage Loan becomes 90 days delinquent or becomes an REO Property. In the event that DLJMC exercises such option, the Repurchase Price therefor shall be deposited in the Certificate Account and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit L hereto, the Custodian shall release the related Mortgage File held for the benefit of the Certificateholders to DLJMC, and the Trustee shall execute and deliver at DLJMC’s direction such instruments of transfer or assignment prepared by DLJMC, in each case without recourse, as shall be necessary to transfer title from the Trustee to DLJMC.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt Pursuant to Section 4 of the documents identified in the Trust Receipt LaSalle Custodial Agreement and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage Files, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession Section 4 of the Mortgage Notes in the State of Illinois or the State of TexasU.S. Bank Custodial Agreement, unless otherwise permitted by the Rating Agencies. The Trustee or the each Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer Trustee and the Trust Administrator a Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K. I. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not Pursuant to Section 6 of the LaSalle Custodial Agreement and Section 5 of the U.S. Bank Custodial Agreement, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller and Servicer Trustee and the Trust Administrator a Trust Receipt and Final Certification in the form annexed hereto as Exhibit LJ, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from each Custodian, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final CertificationCertification pursuant to Section 6 of the LaSalle Custodial Agreement and Section 5 of the U.S. Bank Custodial Agreement; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related With respect to each Mortgage Loan for which it is the Seller, each Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related such Seller does not correct or cure such defect within such period, period and such defect materially and adversely affects the interests of Certificateholders in the related Mortgage Loan, such Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date that the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording officeoffice or title insurer, as applicable; provided, however, that a Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the TrusteeCustodian’s failure to record such Assignment of Mortgage, and provided, further, that no Seller shall be obligated to repurchase or cure any Mortgage Loan solely as a result of the TrusteeCustodian’s failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall direct each Custodian to deliver written notice to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the TrusteeCustodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. K. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M K hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt of shall, or pursuant to the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting Custodial Agreements, the Trustee Mortgage Filesshall require the Custodians, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each the Seller, each Servicer Servicer, the Trustee and the Trust Administrator a Trust Receipt and Initial Certification with respect to the Mortgage Loans in the form annexed hereto as Exhibit K. Based J. Such Trust Receipt and Initial Certification shall require the Custodians, based on its their review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges to acknowledge that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian Custodians shall not be under no duty or obligation required to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not The Trustee shall, or pursuant to the Custodial Agreements, the Trustee shall require the Custodians to, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller and Servicer the Seller, the Servicer, the Trustee and the Trust Administrator a Trust Receipt and Final Certification with respect to the Mortgage Loans, in the form annexed hereto as Exhibit LK, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from the Custodians, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such its review, the Trustee or the Custodian finds Custodians find any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01to be missing or incomplete, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final Certification; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of Certificateholders in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s Custodians’ failure to record such Assignment of Mortgage, and provided, further, that no the Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s Custodians’ failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall direct the Custodians to deliver written notice to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trusteerelated Custodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. L. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M L hereto, the Trustee or the related Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the preceding paragraph the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related 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. With respect to any Mortgage Loan the Seller reasonably believes breaches a representation, warranty or covenant under a purchase agreement pursuant to which the Seller purchased from the originator or prior holder of such Mortgage Loan, the Seller shall have the right to repurchase such Mortgage Loan from the Trust at any time in order to facilitate its rights against such originator or prior holder of such Mortgage Loan at a price equal to the Purchase Price; provided, however, that in no event shall such repurchase take place with respect to Mortgage Loans constituting more than 5% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans. Any such repurchase by the Seller pursuant to this provision shall be effected in accordance with the provisions of Section 2.03(c). In the event that DLJMC exercises such option, the Repurchase Price therefor shall be deposited in the Certificate Account and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit L hereto, the related Custodian shall release the related Mortgage File held for the benefit of the Certificateholders to DLJMC, and the Trustee shall execute and deliver at DLJMC’s direction such instruments of transfer or assignment prepared by DLJMC, in each case without recourse, as shall be necessary to transfer title from the Trustee to DLJMC.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt of shall, or pursuant to the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting Custodial Agreement, the Trustee Mortgage Files, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or shall require the Custodian agrees to to, execute and deliver on the Closing Date to the Depositor, the Master Servicer, each the Seller, each Servicer the Servicer, the Trustee and the Trust Administrator a Trust Receipt and Initial Certification with respect to the Mortgage Loans substantially in the form annexed hereto as Exhibit K. Based J (the “Trust Receipt and Initial Certification”). Such Trust Receipt and Initial Certification shall require the Custodian, based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges to acknowledge that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian shall not be under no duty or obligation required to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not The Trustee shall, or pursuant to the Custodial Agreement, the Trustee shall require the Custodian to, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller and Servicer the Seller, the Servicer, the Trustee and the Trust Administrator a Trust Receipt and Final Certification with respect to the Mortgage Loans, in the form annexed hereto as Exhibit LK (the “Trust Receipt and Final Certification”), with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from the Custodian, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such its review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01to be missing or incomplete, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final Certification; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of Certificateholders in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the TrusteeServicer’s failure to record such Assignment of Mortgage, and provided, further, that no the Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the TrusteeServicer’s failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall direct the Custodian to deliver written notice to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which the Custodian has been notified that there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the TrusteeCustodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. L. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M L hereto, the Trustee or shall cause the Custodian shall to release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the preceding paragraph 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.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt by itself or the Custodians of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K G and declares that it holds or the Custodians on its behalf hold and will hold such documents and the other documents delivered to it or the Custodians, respectively, constituting the Trustee Mortgage Files, and that it or the related Custodian holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it or the related Custodian will maintain possession of the Mortgage Notes in the State of Texas, the State of Illinois or the State of TexasCalifornia, as directed by the Seller, unless otherwise permitted by the Rating Agencies. The Trustee or Each Custodian is required under the Custodian agrees related Custodial Agreement to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer the Trustee and the Trust Administrator a Trust Receipt and Servicers an Initial Certification in the form annexed hereto as Exhibit K. G with respect to the Mortgage Loans delivered to such Custodian. The Trustee shall deliver on the Closing Date to the Depositor, the Seller, the Trustee and the Servicers an Initial Certification in the form annexed hereto as Exhibit G with respect to the Mortgage Loans delivered to the Trustee. Based on its respective review and examination, and only as to the documents identified in such Trust Receipt and related Initial Certification, pursuant to the Trustee or the Custodial Agreement, each Custodian acknowledges will acknowledge that such documents delivered to it appear regular on their face and relate to such Mortgage Loan and pursuant to this Agreement the Trustee will acknowledge that such documents delivered to it appear regular on their face and relate to such Mortgage Loan. The Neither the Trustee or nor the Custodian Custodians shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the Closing Date, the Trustee or and the Custodian shall Custodians are each required to deliver to the Depositor, the Master ServicerSeller, each Seller and Servicer the Trustee and the Trust Administrator Servicers a Trust Receipt and Final Certification with respect to the Mortgage Loans delivered to it in the form annexed hereto as Exhibit LH, with any applicable exceptions noted thereon. If, in the course of such review, the Trustee or the Custodian a Custodian, as applicable, finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or or, pursuant to the Custodian shall related Custodial Agreement, the related Custodian, will list such as an exception in the Trust Receipt and Final Certification; provided, however, that neither the Trustee or nor the Custodian Custodians shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 120 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee or the Custodian within 90 120 days from the date the related Seller was notified of such defect in writing at the Purchase Repurchase Price of such Mortgage Loan; provided, however, that in no event shall such substitution or such longer period not to exceed 720 repurchase occur more than 540 days from the Closing Date Date, except that if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office, then such substitution or repurchase shall occur within 720 days from the Closing Date; and further provided, however, that a the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s failure to record such Assignment of Mortgage, and provided, further, that no the Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s failure to record such Assignment of Mortgage. The Trustee , or the related Custodian on its behalf, shall deliver written notice to each Rating Agency within 270 360 days from the Closing Date indicating each Mortgage Loan (a) for the Assignment of Mortgage which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the Assignment of Mortgage for the related Mortgage Loan is returned to the TrusteeTrustee or the dispute as to location or status has been resolved. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Repurchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if the Seller is not a member of MERS and repurchases a Mortgage Loan which is registered on the MERS® System, the Seller, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS® System in accordance with MERS’ rules and regulations. Pursuant to the related Custodial Agreement, the related Custodian is required to execute and deliver on the Subsequent Transfer Date to the Depositor, the Seller, the Trustee and the Servicers an Initial Certification in the form annexed hereto as Exhibit G. Based on its review and examination, and only as to the documents identified in such Initial Certification, the related Custodian shall acknowledge that such documents appear regular on their face and relate to such Subsequent Mortgage Loan. Neither the Trustee nor the related Custodian shall be under a duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Pursuant to the related Custodial Agreement, not later than 90 days after the end of the Pre-Funding Period, the related Custodian is required to deliver to the Depositor, the Seller, the Trustee and the related Servicer a Final Certification with respect to the Subsequent Mortgage Loans in the form annexed hereto as Exhibit H with any applicable exceptions noted thereon. If, in the course of such review of the Mortgage Files relating to the Subsequent Mortgage Loans, the related Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, pursuant to the related Custodial Agreement, the related Custodian will be required to list such as an exception in the Final Certification; provided, however that neither the Trustee nor the related Custodian shall make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall cure any such defect or repurchase or substitute for any such Mortgage Loan in accordance with Section 2.02(a). It is understood and agreed that the obligation of the Seller to cure, substitute for or to repurchase any Mortgage Loan which does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting such defect available to the Trustee, the Depositor and any Certificateholder against the Seller. The Trustee shall pay to each Custodian from time to time reasonable compensation for all services rendered by it hereunder or under the related Custodial Agreement, and the Trustee shall pay or reimburse each Custodian upon its request for all reasonable expenses, disbursements and advances incurred or made by such Custodian in accordance with any of the provisions of this Agreement or the related Custodial Agreement, except any such expense, disbursement or advance as may arise from its negligence or bad faith.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K J and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage Files, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer Seller and the Trust Administrator a Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K. J. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller and Servicer and the Trust Administrator a Trust Receipt and Final Certification in the form annexed hereto as Exhibit LK, with any applicable exceptions noted thereon. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final Certification; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such period, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s 's failure to record such Assignment of Mortgage, and provided, further, that no Seller shall be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s 's failure to record such Assignment of Mortgage. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. L. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M L hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s 's request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s 's interest in any Mortgage Loan released pursuant hereto.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt or Custodian of the documents identified in Mortgage Loans. Subject to the Trust Receipt and Initial Certification in provisions of the form annexed hereto as Exhibit K and following paragraph, the Trustee declares that it holds and it, or a Custodian as its agent, will hold such the documents referred to in Section 2.01 and the other documents delivered to it or a Custodian as its agent, as the case may be, constituting the Trustee Mortgage Files, and that it holds or will hold such other assets as are included in the Trust FundEstate delivered to it, in trust for the exclusive use and benefit of all present and future Certificateholders. The Upon execution and delivery of this document, the Trustee acknowledges that it will maintain possession shall deliver or cause a Custodian to deliver to the Depositor and the Master Servicer a certification in the form attached hereto as Exhibit K (the "Initial Certification") to the effect that, except as may be specified in a list of exceptions attached thereto, such Person has received the original Mortgage Note relating to each of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver Loans listed on the Closing Date Mortgage Loan Schedule. Within 90 days after the execution and delivery of this Agreement, the Trustee shall review, or cause a Custodian, on behalf of the Trustee, to review, the Mortgage Files in such Person's possession, and shall deliver to the Depositor, Depositor and the Master Servicer, each Seller, each Servicer and the Trust Administrator a Trust Receipt and Initial Certification certification in the form annexed attached hereto as Exhibit K. Based on its review and examinationL (the "Final Certification") to the effect that, and only as to each Mortgage Loan listed in the documents identified Mortgage Loan Schedule, except as may be specified in a list of exceptions attached to such Trust Receipt and Initial Final Certification, such Mortgage File contains all of the items required to be delivered pursuant to Section 2.01(b). In performing any such review, the Trustee or a Custodian, as the Custodian acknowledges that case may be, may conclusively rely on the purported genuineness of any such documents appear regular on their face document and relate to such Mortgage Loan. The Trustee or the Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller and Servicer and the Trust Administrator a Trust Receipt and Final Certification in the form annexed hereto as Exhibit L, with any applicable exceptions noted signature thereon. If, in the course of such review, the Trustee Trustee, or the a Custodian on its behalf, finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.012.01 or is omitted from such Mortgage File or if the Depositor, the Master Servicer, the Trustee, a Custodian or the Securities Administrator discovers a breach by a Servicer, the Sponsor or the Depositor of any representation, warranty or covenant under the Servicing Agreements, the Mortgage Loan Purchase Agreement or this Agreement, as the case may be, in respect of any Mortgage Loan and such breach materially adversely affects the interest of the Certificateholders in the related Mortgage Loan (provided that any such breach that causes the Mortgage Loan not to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code shall be deemed to materially and adversely affect the interests of the Certificateholders), then such party shall promptly so notify the Master Servicer, the Sponsor, such Servicer, the Securities Administrator, the Trustee and the Depositor of such failure to meet the requirements of Section 2.01 or of such breach and request that the applicable Servicer, the Sponsor or the Custodian shall list such as an exception in the Trust Receipt and Final Certification; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsingDepositor, as noteholder or assignee thereofapplicable, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct deliver such missing documentation or cure such defect or breach within 90 days from of its discovery or its receipt of notice of any such failure to meet the date it was so notified requirements of Section 2.01 or of such defect andbreach. If the Trustee receives written notice that the Depositor, if the related Seller does Sponsor or the applicable Servicer, as the case may be, has not correct delivered such missing document or cure cured such defect within or breach in all material respects during such period, the related Seller Trustee, on behalf of the Trust, shall enforce the applicable Servicer's, Sponsor's or Depositor's obligation, as the case may be, under the applicable Servicing Agreement, the Mortgage Loan Purchase Agreement or this Agreement, as the case may be, and cause the applicable Servicer, the Sponsor or the Depositor, as the case may be, to either (a) other than in the case of Washington Mutual, substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, below or (b) purchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing Trust at the Purchase Price of for such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that in no event shall such a Seller shall have no liability for recording any Assignment of Mortgage in favor of substitution occur more than two years from the Trustee or for the Trustee’s failure to record such Assignment of Mortgage, and Closing Date; provided, further, that such substitution or repurchase must occur within 90 days of when such defect was discovered if such defect will cause the Mortgage Loan not to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code. Notwithstanding any contrary provision of this Agreement, no Seller substitution pursuant to this Section 2.02 shall be obligated made more than 90 days after the Closing Date unless the Depositor delivers to repurchase the Securities Administrator an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of the Trustee, the Securities Administrator or cure the Trust Estate, addressed to the Trustee and the Securities Administrator, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on any REMIC created hereunder or contributions after the Start-up Day, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding. It is understood that the scope of the Trustee's review (or a Custodian's review on its behalf) of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.01 have been received and further confirming that any and all documents delivered pursuant to Section 2.01 appear on their face to have been executed and relate to the applicable Mortgage Loans identified in the related Mortgage Loan Schedule based solely upon the review of items (i) and (xi) in the definition of Mortgage Loan Schedule. Neither the Trustee nor any Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form, whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. If the Trustee receives written notice from the Depositor, the Master Servicer or the Securities Administrator of a breach of any representation or warranty of a related Servicer or the Sponsor, the Trustee, on behalf of the Trust, shall enforce the rights of the Trust under the Servicing Agreements, the Mortgage Loan Purchase Agreement and this Agreement for the benefit of the Certificateholders. If the Trustee receives written notice from the Depositor, the Master Servicer or the Securities Administrator of a breach of the representations or warranties with respect to the Mortgage Loans set forth in a Servicing Agreement, the Trustee, on behalf of the Trust, shall enforce the right of the Trust to be indemnified for such breach of representation or warranty. In addition, if the Trustee receives written notice from the Depositor, the Master Servicer or the Securities Administrator of a breach of a representation with respect to a Mortgage Loan set forth in clauses (k) or (o) of paragraph 3 of the Mortgage Loan Purchase Agreement that occurs as a result of a violation of an applicable predatory or abusive lending law, the Trustee, on behalf of the Trust, shall enforce the right of the Trust to reimbursement by the Sponsor for all costs or damages incurred by the Trust as a result of the Trustee’s failure to record violation of such Assignment law (such amount, the "Reimbursement Amount"), but in the case of Mortgage. The Trustee shall deliver written notice to each Rating Agency within 270 days from a breach of a representation set forth in clauses (k) or (o) of paragraph 3 of the Closing Date indicating each Mortgage Loan Purchase Agreement, only to the extent the applicable Servicer does not so reimburse the Trust. It is understood and agreed that, except for any indemnification provided in the Servicing Agreements and the payment of any Reimbursement Amount, the obligation of a Servicer, the Sponsor or the Depositor to cure or to repurchase (aor, other than in the case of Washington Mutual, to substitute for) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) any Mortgage Loan as to which there a document is missing, a dispute material defect in a constituent document exists or as to location which such a breach has occurred and is continuing shall constitute the sole remedy against a Servicer, the Sponsor or status the Depositor in respect of such omission, defect or breach available to the Trustee on behalf of the Trust and the Certificateholders. With respect to the representations and warranties relating to the Mortgage Loan. Such notice shall be delivered every 90 days thereafter until Loans set forth in the Mortgage Loan Purchase Agreement that are made to the best of the Sponsor's knowledge or as to which the Sponsor had no knowledge, if it is discovered by the Depositor, the Master Servicer or the Trustee that the substance of such representation or warranty is inaccurate and such inaccuracy materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan is returned then, notwithstanding the Sponsor's lack of knowledge with respect to the Trusteesubstance of such representation or warranty being inaccurate at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior It is understood and agreed that the representations and warranties relating to the Mortgage Loans set forth in the Mortgage Loan Purchase Agreement shall survive delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery Mortgage Files to the Trustee or a Custodian on the Trust Administrator Trustee's behalf and shall inure to the benefit of the Certificateholders notwithstanding any restrictive or qualified endorsement or assignment. It is understood and agreed that the obligations of the Sponsor set forth in this Section 2.02 to cure, substitute for or repurchase a Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement constitute the sole remedies available to the Certificateholders and to the Trustee on their behalf respecting a breach of the representations and warranties contained in the Mortgage Loan Purchase Agreement. The representations and warranties of each Servicer with respect to the applicable Mortgage Loans in the related Servicing Agreement, which have been assigned to the Trustee hereunder, were made as of the date specified in such Servicing Agreement. To the extent that any fact, condition or event with respect to a Mortgage Loan constitutes a breach of both (i) a representation or warranty of a Request for Release substantially in Servicer under the form related Servicing Agreement and (ii) a representation or warranty of Exhibit M. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Sponsor under the Mortgage Loan shall be deposited by Purchase Agreement, the related Seller in the Certificate Account on only right or prior to the Business Day immediately preceding such Distribution Date in the month following the month remedy of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M hereto, the Trustee or of any Certificateholder shall be the Custodian Trustee's right, on behalf of the Trust, to enforce the obligations of the applicable Servicer under any applicable representation or warranty made by it. It is hereby acknowledged that the Sponsor shall release the related Mortgage File have no obligation or liability with respect to any breach of a representation or warranty made by it with respect to the related Seller and shall execute and deliver at Mortgage Loans if the fact, condition or event constituting such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto.breach also

Acceptance by the Trustee. (a) The Trustee acknowledges receipt of shall, or pursuant to the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting Custodial Agreements, the Trustee Mortgage Filesshall require the Custodians, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master ServicerTrustee, each SellerXxxxx Fargo as a Servicer (except in the case of Deutsche Bank National Trust Company, each Servicer as Custodian), and the Trust Administrator a Trust Receipt and Initial Certification with respect to the Initial Mortgage Loans in the form annexed hereto as Exhibit K. Based J or in the related form annexed to the applicable Custodial Agreement. Such Trust Receipt and Initial Certification shall require the Custodians, based on its their review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges to acknowledge that such documents appear regular on their face and relate to such Initial Mortgage Loan. The Trustee or the Custodian Custodians shall not be under no duty or obligation required to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not The Trustee shall, or pursuant to the Custodial Agreements, the Trustee shall require the Custodians to, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, Xxxxx Fargo as Servicer (except in the Master Servicercase of Deutsche Bank National Trust Company, each Seller and Servicer as Custodian), the Trustee and the Trust Administrator a Trust Receipt and Final Certification with respect to the Mortgage Loans, in the form annexed hereto as Exhibit L, K or in the related form annexed to the applicable Custodial Agreement with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from the Custodians, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such its review, the Trustee or the Custodian finds Custodians find any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01to be missing or incomplete, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final Certification; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of Certificateholders in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s Custodians’ failure to record such Assignment of Mortgage, and provided, further, that no the Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s Custodians’ failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall direct the Custodians to deliver written notice to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trusteerelated Custodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. L. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M L hereto, the Trustee or the related Custodian shall release the related Mortgage File to the related Seller and the Trustee shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the preceding paragraph the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related 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. With respect to any Mortgage Loan that is delinquent, in default or default is reasonably foreseeable for which the Seller reasonably believes breaches a representation, warranty or covenant under a purchase agreement pursuant to which the Seller purchased from the originator or prior holder of such Mortgage Loan, the Seller shall have the right to repurchase such Mortgage Loan from the Trust at any time in order to facilitate its rights against such originator or prior holder of such Mortgage Loan at a price equal to the Purchase Price; provided, however, that in no event shall such repurchase take place with respect to Mortgage Loans constituting more than 5% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans. Any such repurchase by the Seller pursuant to this provision shall be effected in accordance with the provisions of Section 2.03(c). In the event that DLJMC exercises such option, the Repurchase Price therefor shall be deposited in the Certificate Account and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit L hereto, the related Custodian shall release the related Mortgage File held for the benefit of the Certificateholders to DLJMC, and the Trustee shall execute and deliver at DLJMC’s direction such instruments of transfer or assignment prepared by DLJMC, in each case without recourse, as shall be necessary to transfer title from the Trustee to DLJMC. Each Custodian shall execute and deliver prior to 10:00 a.m. (New York time) on each Subsequent Transfer Date to the Depositor, the Trustee and the Trust Administrator a Subsequent Certification in the form annexed hereto as Exhibit J or in the related form annexed to the applicable Custodial Agreement. Based on its review and examination, and only as to the documents identified in such Subsequent Certification, the Custodian shall acknowledge that such documents appear regular on their face and relate to such Subsequent Mortgage Loan. Neither the Trustee nor the Custodian 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 in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the end of the Prefunding Period, the applicable Custodians shall deliver to the Depositor, the Trustee and the Trust Administrator a Final Certification with respect to the Subsequent Mortgage Loans in the form annexed hereto as Exhibit K or in the related form annexed to the applicable Custodial Agreement with any applicable exceptions noted thereon. If, in the course of such review of the Mortgage Files relating to the Subsequent Mortgage Loans, the applicable Custodians find any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, such Custodians shall list such as an exception in the Final Certification; provided, however that the applicable Custodians shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall cure any such defect or repurchase or substitute for any such Mortgage Loan in accordance with this Section 2.02(a).

Acceptance by the Trustee. (a) The Trustee acknowledges receipt Pursuant to Section 4 of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage FilesLaSalle Custodial Agreement, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer Trustee and the Trust Administrator a Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K. I-1. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges that such documents appear regular on their face and relate to such Initial Mortgage Loan. The Trustee or the Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not Pursuant to Section 6 of the LaSalle Custodial Agreement, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller and Servicer Trustee and the Trust Administrator a Trust Receipt and Final Certification in the form annexed hereto as Exhibit LJ, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from the Custodian, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final CertificationCertification pursuant to Section 6 of the LaSalle Custodial Agreement; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of Certificateholders in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date that the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording officeoffice or title insurer, as applicable; provided, however, that a the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the TrusteeCustodian’s failure to record such Assignment of Mortgage, and provided, further, that no Seller shall be obligated to repurchase or cure any Mortgage Loan solely as a result of the TrusteeCustodian’s failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall deliver written notice or direct the Custodian to deliver to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the TrusteeCustodian. Any such substitution pursuant to clause (a) above or purchase pursuant to (b) above of the preceding sentence shall not be effected prior to the delivery to the Trustee and the Trust Administrator of (1) the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a2) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. K. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate related Collection Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of during which the Seller became obligated hereunder to repurchase or replace such Mortgage Loan and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M K hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the preceding paragraph the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related 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 Custodian shall execute and deliver prior to 10:00 a.m. (New York time) on each Subsequent Transfer Date to the Depositor, the Trust Administrator and each Servicer a Subsequent Certification in the form annexed hereto as Exhibit I-2. Based on its review and examination, and only as to the documents identified in such Subsequent Certification, the Custodian shall acknowledge that such documents appear regular on their face and relate to such Subsequent Mortgage Loan. None of the Trustee, the Trust Administrator or the Custodian 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 in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the end of the Prefunding Period, the Custodian shall deliver to the Depositor, the Trust Administrator, the Seller and each Servicer a Final Certification with respect to the Subsequent Mortgage Loans in the form annexed hereto as Exhibit J with any applicable exceptions noted thereon. If, in the course of such review of the Mortgage Files relating to the Subsequent Mortgage Loans, the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Custodian shall list such as an exception in the Final Certification; provided, however that the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall cure any such defect or repurchase or substitute for any such Mortgage Loan in accordance with this Section 2.02(a).

Acceptance by the Trustee. (a) The Trustee acknowledges receipt Pursuant to Section 4 of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage FilesLaSalle Custodial Agreement, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer Trustee and the Trust Administrator a Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K. I-1. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges that such documents appear regular on their face and relate to such Initial Mortgage Loan. The Trustee or the Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not Pursuant to Section 6 of the LaSalle Custodial Agreement, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller and Servicer Trustee and the Trust Administrator a Trust Receipt and Final Certification in the form annexed hereto as Exhibit LJ, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from the Custodian, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final CertificationCertification pursuant to Section 6 of the LaSalle Custodial Agreement; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of Certificateholders in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date that the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording officeoffice or title insurer, as applicable; provided, however, that a the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the TrusteeCustodian’s failure to record such Assignment of Mortgage, and provided, further, that no Seller shall be obligated to repurchase or cure any Mortgage Loan solely as a result of the TrusteeCustodian’s failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall deliver written notice or direct the Custodian to deliver to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto.Mortgage

Acceptance by the Trustee. (a) The Trustee acknowledges receipt of Pursuant to the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage FilesCustodial Agreement, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer Depositor and the Trust Administrator Trustee a Trust Receipt and Initial Certification in the form annexed hereto to the Custodial Agreement as Exhibit K. 1. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not Pursuant to the Custodial Agreement, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller and Servicer Depositor and the Trust Administrator Trustee a Trust Receipt and Final Certification in the form annexed hereto to the Custodial Agreement as Exhibit L2, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from the Custodian, and subject to the provisions of Section 2.01 and any exceptions noted on an exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and shall hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or shall hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such reviewreview and in accordance with the Custodial Agreement, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final CertificationCertification pursuant to the Custodial Agreement; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of Certificateholders in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date that the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording officeoffice or title insurer, as applicable; provided, however, that a the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s failure to record such Assignment of Mortgage, and provided, further, that no the Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trusteeany other party’s failure to record such Assignment of Mortgage. The Trustee Custodian, in accordance with the Custodial Agreement, shall deliver written notice to each Rating Agency written notice, which may be an exception report, within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice Thereafter, upon request of the Depositor, the Trustee or a Rating Agency, the Custodian shall be delivered every 90 days thereafter until deliver an updated exception report. In connection with any such substitution pursuant to clause (a) of the related Mortgage Loan is returned to first sentence of this paragraph, the TrusteeCustodian shall deliver an updated exception report. Any such substitution pursuant to clause (a) above or purchase pursuant to (b) above of the first sentence of this paragraph shall shall not be effected prior to the delivery to the Trustee and the Trust Administrator of (1) the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a2) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. 3 to the Custodial Agreement. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited remitted by the related Seller to the Servicer for deposit in the Certificate Collection Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of during which the Seller became obligated hereunder to repurchase and, upon or replace such Mortgage Loan. Upon receipt of such deposit and certification remittance, the Servicer shall deliver a Request for Release with respect thereto substantially in the form of Exhibit M hereto3 to the Custodial Agreement, with a copy to the Trustee or Trustee, and upon receipt of such Request for Release, the Custodian shall release the related Mortgage File held for the benefit of the Certificateholders to the related Seller Seller, and the Trustee shall execute and deliver at such entitythe Seller’s request direction such instruments of transfer or assignment prepared by such entitythe Seller, in each case without recourse, as shall be necessary to vest in such entity, or transfer title from the Trustee to the Seller. If pursuant to the preceding paragraph the Seller repurchases a designeeMortgage Loan that is a MERS Mortgage Loan, the TrusteeServicer shall, at the Seller’s interest expense, either (i) cause MERS to execute and deliver an Assignment of Mortgage in any recordable form to transfer the Mortgage Loan released pursuant heretofrom 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.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt Pursuant to Section 4 of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage FilesCustodial Agreement, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Sellerthe Sellers, each Servicer Servicer, the Trustee and the Trust Administrator a Trust Receipt and Initial Certification with respect to the Mortgage Loans in the form annexed hereto as Exhibit K. J. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not Pursuant to Section 6 of the Custodial Agreement, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller the Sellers and Servicer Servicer, the Trustee and the Trust Administrator a Trust Receipt and Final Certification with respect to the Mortgage Loans in the form annexed hereto as Exhibit LK, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from the Custodian, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final CertificationCertification pursuant to Section 6 of the Custodial Agreement; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of Certificateholders in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a the related Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the TrusteeCustodian’s failure to record such Assignment of Mortgage, and provided, further, that no the related Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the TrusteeCustodian’s failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall direct the Custodian to deliver written notice to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the TrusteeCustodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. L. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M L hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the preceding paragraph the related Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall, at the related 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 related 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 related Seller as the beneficial holder of such Mortgage Loan. With respect to any Mortgage Loan which becomes delinquent in payment by 90 days or more or is an REO Property, DLJMC shall have the right to repurchase such Mortgage Loan from the Trust at a price equal to the Repurchase Price; provided, however, that (i) such Mortgage Loan is still 90 days or more delinquent or is an REO Property as of the date of such repurchase and (ii) this repurchase option, if not theretofore exercised, shall terminate on the date at the close of business on the 90th day after the Mortgage Loan is 90 days delinquent or the Mortgage Loan becomes an REO Property; provided, further, that in no event shall repurchases pursuant to this paragraph take place with respect to Mortgage Loans constituting more than 5% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans. This repurchase obligation, if not exercised, shall not be thereafter reinstated unless the delinquency is cured and the Mortgage Loan thereafter again becomes 90 days or more delinquent or becomes an REO Property, in which case the option shall again become exercisable as of the first day the Mortgage Loan becomes 90 days delinquent or becomes an REO Property. In the event that DLJMC exercises such option, the Repurchase Price therefore shall be deposited in the Certificate Account and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit L hereto, the Custodian shall release the related Mortgage File held for the benefit of the Certificateholders to DLJMC, and the Trustee shall execute and deliver at DLJMC’s discretion such instruments of transfer or assignment prepared by DLJMC, in each case without recourse, as shall be necessary to transfer title from the Trustee to the DLJMC.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt of shall require the documents identified in Custodian, pursuant to the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage FilesCustodial Agreement, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Certificate Insurer, the Master Servicer, each Xxxxx Fargo, the Seller, each Servicer the Trustee and the Trust Administrator a Trust Receipt and Initial Certification with respect to the Mortgage Loans in the form annexed hereto as Exhibit K. Based J. Such Trust Receipt and Initial Certification shall require the Custodian, based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges to acknowledge that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian shall not be under no duty or obligation required to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not Pursuant to Section 6 of the Custodial Agreement, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, Xxxxx Fargo, as servicer, the Master ServicerCertificate Insurer, each Seller and Servicer the Trustee and the Trust Administrator a Trust Receipt and Final Certification with respect to the Mortgage Loans in the form annexed hereto as Exhibit LK, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from the Custodian, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders and the Certificate Insurer. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final CertificationCertification pursuant to Section 6 of the Custodial Agreement; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of Certificateholders or the Certificate Insurer in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; , or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, except as required by Section 2.01, that a the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the TrusteeCustodian’s failure to record such Assignment of Mortgage, and provided, further, that no the Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the TrusteeCustodian’s failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall direct the Custodian to deliver written notice to each Rating Agency and the Certificate Insurer written notice within 270 days from the Closing Date indicating each Mortgage Loan (ai) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (bii) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the TrusteeCustodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee Trustee, the Certificate Insurer and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. L. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M L hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the preceding paragraph the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related 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. With respect to any Mortgage Loan the Seller reasonably believes breaches a representation, warranty or covenant under a mortgage loan purchase agreement pursuant to which the Seller purchased such Mortgage Loan from the originator or prior holder of such Mortgage Loan, the Seller shall have the right to repurchase such Mortgage Loan from the Trust Fund at any time in order to facilitate its rights against such originator or prior holder of such Mortgage Loan at a price equal to the Purchase Price; provided, however, that in no event shall such repurchase take place with respect to Mortgage Loans constituting more than 5% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans, and provided further that such limitation does not affect the Seller’s obligation to repurchase any Mortgage Loan pursuant to Section 2.03. Any such repurchase by the Seller pursuant to this provision shall be effected in accordance with the provisions of Section 2.03(c). In the event that DLJMC exercises such option, the Purchase Price therefor shall be deposited in the Certificate Account and upon such deposit of the Purchase Price and receipt of a Request for Release in the form of Exhibit L hereto, the Custodian shall release the related Mortgage File held for the benefit of the Certificateholders and the Certificate Insurer to DLJMC, and the Trustee shall execute and deliver at DLJMC’s direction such instruments of transfer or assignment prepared by DLJMC, in each case without recourse, as shall be necessary to transfer title from the Trustee to DLJMC.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt Pursuant to Section 4 of the documents identified in the Trust Receipt LaSalle Custodial Agreement and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage Files, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession Section 4 of the Mortgage Notes in the State of Illinois or the State of TexasU.S. Bank Custodial Agreement, unless otherwise permitted by the Rating Agencies. The Trustee or the each Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer Servicer, the Trustee and the Trust Administrator a Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K. I. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not Pursuant to Section 6 of the LaSalle Custodial Agreement and Section 5 of the U.S. Bank Custodial Agreement, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller and Servicer Servicer, the Trustee and the Trust Administrator a Trust Receipt and Final Certification in the form annexed hereto as Exhibit LJ, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from each Custodian, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final CertificationCertification pursuant to Section 6 of the LaSalle Custodial Agreement and Section 5 of the U.S. Bank Custodial Agreement; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related With respect to each Mortgage Loan for which it is the Seller, each Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related such Seller does not correct or cure such defect within such period, the related such Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date that the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the TrusteeCustodian’s failure to record such Assignment of Mortgage, and provided, further, that no Seller shall be obligated to repurchase or cure any Mortgage Loan solely as a result of the TrusteeCustodian’s failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall direct each Custodian to deliver written notice to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the TrusteeCustodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. K. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M K hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt Pursuant to Section 4 of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage FilesCustodial Agreement, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each the Seller, each Servicer Servicer, the Trustee and the Trust Administrator a Trust Receipt and Initial Certification with respect to the Mortgage Loans in the form annexed hereto as Exhibit K. J. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not Pursuant to Section 6 of the Custodial Agreement, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each the Seller and Servicer Servicer, the Trustee and the Trust Administrator a Trust Receipt and Final Certification with respect to the Mortgage Loans in the form annexed hereto as Exhibit LK, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from the Custodian, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final CertificationCertification pursuant to Section 6 of the Custodial Agreement; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of Certificateholders in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a the related Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the TrusteeCustodian’s failure to record such Assignment of Mortgage, and provided, further, that no the related Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the TrusteeCustodian’s failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall direct the Custodian to deliver written notice to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the TrusteeCustodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. L. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M L hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the preceding paragraph the related Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall, at the related 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 related 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 related Seller as the beneficial holder of such Mortgage Loan. With respect to any Mortgage Loan which becomes delinquent in payment by 90 days or more or is an REO Property, DLJMC shall have the right to repurchase such Mortgage Loan from the Trust at a price equal to the Repurchase Price; provided, however, that (i) such Mortgage Loan is still 90 days or more delinquent or is an REO Property as of the date of such repurchase and (ii) this repurchase option, if not theretofore exercised, shall terminate on the date at the close of business on the 90th day after the Mortgage Loan is 90 days delinquent or the Mortgage Loan becomes an REO Property; provided, further, that in no event shall repurchases pursuant to this paragraph take place with respect to Mortgage Loans constituting more than 5% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans. This repurchase obligation, if not exercised, shall not be thereafter reinstated unless the delinquency is cured and the Mortgage Loan thereafter again becomes 90 days or more delinquent or becomes an REO Property, in which case the option shall again become exercisable as of the first day the Mortgage Loan becomes 90 days delinquent or becomes an REO Property. In the event that DLJMC exercises such option, the Repurchase Price therefor shall be deposited in the Certificate Account and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit L hereto, the Custodian shall release the related Mortgage File held for the benefit of the Certificateholders to DLJMC, and the Trustee shall execute and deliver at DLJMC’s direction such instruments of transfer or assignment prepared by DLJMC, in each case without recourse, as shall be necessary to transfer title from the Trustee to DLJMC.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt Pursuant to Section 4 of the documents identified in the Trust Receipt LaSalle Custodial Agreement and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage Files, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession Section 3 of the Mortgage Notes in the State of Illinois or the State of TexasU.S. Bank Custodial Agreement, unless otherwise permitted by the Rating Agencies. The Trustee or the each Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer Servicer, the Trustee and the Trust Administrator a Trust Receipt and Initial Certification with respect to the Mortgage Loans in the form annexed hereto as Exhibit K. H. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not Pursuant to Section 6 of the LaSalle Custodial Agreement and Section 5 of the U.S. Bank Custodial Agreement, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller and Servicer Servicer, the Trustee and the Trust Administrator a Trust Receipt and Final Certification with respect to the Mortgage Loans in the form annexed hereto as Exhibit LI, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from each Custodian, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final CertificationCertification pursuant to Section 6 of the LaSalle Custodial Agreement and Section 5 of the U.S. Bank Custodial Agreement; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such period, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the TrusteeCustodian’s failure to record such Assignment of Mortgage, and provided, further, that no Seller shall be obligated to repurchase or cure any Mortgage Loan solely as a result of the TrusteeCustodian’s failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall direct each Custodian to deliver written notice to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the TrusteeCustodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. J. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M J hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the preceding paragraph the related Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall, at the related 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 related 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 related Seller as the beneficial holder of such Mortgage Loan.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt Pursuant to Section 4 of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage FilesJPMorgan Custodial Agreement, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession Section 4 of the Mortgage Notes in LaSalle Custodial Agreement and Section 3 of the State of Illinois or the State of TexasU.S. Bank Custodial Agreement, unless otherwise permitted by the Rating Agencies. The Trustee or the each Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer Servicer, the Trustee and the Trust Administrator a Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K. H. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not Pursuant to Section 6 of the JPMorgan Custodial Agreement, Section 6 of the LaSalle Custodial Agreement and Section 5 of the U.S. Bank Custodial Agreement, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller and Servicer Servicer, the Trustee and the Trust Administrator a Trust Receipt and Final Certification in the form annexed hereto as Exhibit LI, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from each Custodian, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final CertificationCertification pursuant to Section 6 of the JPMorgan Custodial Agreement, Section 6 of the LaSalle Custodial Agreement and Section 5 of the U.S. Bank Custodial Agreement; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such period, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the TrusteeCustodian’s failure to record such Assignment of Mortgage, and provided, further, that no Seller shall be obligated to repurchase or cure any Mortgage Loan solely as a result of the TrusteeCustodian’s failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall direct each Custodian to deliver written notice to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the TrusteeCustodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. J. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M J hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt of shall, or pursuant to the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting Custodial Agreement, the Trustee Mortgage Filesshall require the Custodian, and that it holds or will hold such other assets as are included in pursuant to the Trust FundCustodial Agreement, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each the Seller, each Servicer Servicer, the Trustee and the Trust Administrator a Trust Receipt and Initial Certification with respect to the Mortgage Loans in the form annexed hereto as Exhibit K. Based J. Such Trust Receipt and Initial Certification shall require the Custodian, based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges to acknowledge that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian shall not be under no duty or obligation required to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not The Trustee shall, or pursuant to the Custodial Agreement, the Trustee shall require the Custodian to, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller and Servicer the Seller, the Servicer, the Trustee and the Trust Administrator a Trust Receipt and Final Certification with respect to the Mortgage Loans, in the form annexed hereto as Exhibit LK, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from the Custodian, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such its review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01to be missing or incomplete, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final Certification; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of Certificateholders in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the TrusteeCustodian’s failure to record such Assignment of Mortgage, and provided, further, that no the Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the TrusteeCustodian’s failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall direct the Custodian to deliver written notice to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the TrusteeCustodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. L. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M L hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the preceding paragraph the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related 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. With respect to any Mortgage Loan the Seller reasonably believes breaches a representation, warranty or covenant under a purchase agreement pursuant to which the Seller purchased from the originator or prior holder of such Mortgage Loan, the Seller shall have the right to repurchase such Mortgage Loan from the Trust at any time in order to facilitate its rights against such originator or prior holder of such Mortgage Loan at a price equal to the Purchase Price; provided, however, that in no event shall such repurchase take place with respect to Mortgage Loans constituting more than 5% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans. Any such repurchase by the Seller pursuant to this provision shall be effected in accordance with the provisions of Section 2.03(c). In the event that DLJMC exercises such option, the Repurchase Price therefor shall be deposited in the Certificate Account and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit L hereto, the Custodian shall release the related Mortgage File held for the benefit of the Certificateholders to DLJMC, and the Trustee shall execute and deliver at DLJMC’s direction such instruments of transfer or assignment prepared by DLJMC, in each case without recourse, as shall be necessary to transfer title from the Trustee to DLJMC.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt Pursuant to Section 4 of the documents identified in the Trust Receipt LaSalle Custodial Agreement and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage Files, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession Section 4 of the Mortgage Notes in the State of Illinois or the State of TexasU.S. Bank Custodial Agreement, unless otherwise permitted by the Rating Agencies. The Trustee or the each Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer Trustee and the Trust Administrator a Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K. I. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not Pursuant to Section 6 of the LaSalle Custodial Agreement and Section 5 of the U.S. Bank Custodial Agreement, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller and Servicer Trustee and the Trust Administrator a Trust Receipt and Final Certification in the form annexed hereto as Exhibit LJ, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from each Custodian, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final CertificationCertification pursuant to Section 6 of the LaSalle Custodial Agreement and Section 5 of the U.S. Bank Custodial Agreement; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related With respect to each Mortgage Loan for which it is the Seller, each Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related such Seller does not correct or cure such defect within such period, period and such defect materially and adversely affects the interests of Certificateholders in the related Mortgage Loan, such Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date that the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording officeoffice or title insurer, as applicable; provided, however, that a Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the TrusteeCustodian’s failure to record such Assignment of Mortgage, and provided, further, that no Seller shall be obligated to repurchase or cure any Mortgage Loan solely as a result of the TrusteeCustodian’s failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall direct each Custodian to deliver written notice to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the TrusteeCustodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. K. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M K hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the preceding paragraph the related Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall, at the related 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 related 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 related Seller as the beneficial holder of such Mortgage Loan.

Acceptance by the Trustee. of the Mortgage Loans Except as set forth in the exception report delivered contemporaneously herewith (a) The the "Exception Report"), the Trustee acknowledges receipt of the Mortgage Note for each Mortgage Loan and delivery of a Mortgage File (but does not acknowledge receipt of all documents identified required to be included in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K such Mortgage File) with respect to each Mortgage Loan and declares that it holds and will hold such documents and the any other documents constituting a part of the Mortgage Files delivered to it constituting the Trustee Mortgage Files, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it Depositor will maintain possession cause the Sponsor to repurchase any Mortgage Loan to which a material exception was taken in the Exception Report unless such exception is cured to the satisfaction of the Mortgage Notes in Trustee within 45 Business Days of the State of Illinois or the State of Texas, unless otherwise permitted by the Rating AgenciesClosing Date. The Trustee or acknowledges receipt of the Custodian agrees three Cap Contracts (forms of which are attached hereto as Exhibits N-1, N-2 and N-3), the Transfer Agreement, the Bring Down Letter and the Sale Agreement. The Trustee acknowledges receipt of the Swap Agreement that will be held in the Supplemental Interest Trust and is hereby instructed to execute enter into the Swap Agreement, not in its individual capacity, but solely as Trustee for the Issuing Entity and deliver on for the Supplemental Interest Trust. The Trustee agrees, for the benefit of Certificateholders, and the NIMs insurer, to review each Mortgage File delivered to it within 60 days after the Closing Date Date. The Trustee will ascertain and to certify, within 70 days of the Closing Date, to the DepositorNIMs Insurer, the Master Servicer, each Seller, each Servicer Depositor and the Trust Administrator a Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K. Based on its review and examinationServicer that all documents required by Section 2.01 (A)-(B), (C) (if applicable), and only as (D)-(E), and the documents if actually received by it, under Section 2.01(F), have been executed and received, and that such documents relate to the documents Mortgage Loans identified in Exhibit B-1 that have been conveyed to it. It is herein acknowledged that, in conducting such Trust Receipt and Initial Certificationreview, the Trustee or the Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian shall not be under no any duty or obligation to inspect, review or examine said any such documents, instruments, certificates or other papers to determine that the same they are genuine, enforceable or appropriate for the represented purpose or purpose, that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the Closing Date, If the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller and Servicer and the Trust Administrator a Trust Receipt and Final Certification in the form annexed hereto as Exhibit L, with any applicable exceptions noted thereon. If, in the course of such review, the Trustee or the Custodian finds any document or documents constituting a part of a Mortgage File which does not meet the requirements of Section 2.01to be missing or defective (that is, mutilated, damaged, defaced or unexecuted) in any material respect, the Trustee shall promptly (and in any event within no more than five Business Days) after such finding so notify the NIMs Insurer, the Servicer, the Sponsor and the Depositor. In addition, the Trustee shall also notify the NIMs Insurer, the Servicer, the Sponsor and the Depositor if the original Mortgage with evidence of recording thereon with respect to a Mortgage Loan is not received within 70 days of the Closing Date; if it has not been received because of a delay caused by the public recording office where such Mortgage has been delivered for recordation, the Depositor shall deliver or cause to be delivered to the Custodian Trustee written notice stating that such Mortgage has been delivered to the appropriate public recording office for recordation and thereafter the Depositor shall list deliver or cause to be delivered such as an exception in Mortgage with evidence of recording thereon upon receipt thereof from the Trust Receipt and Final Certification; provided, however, public recording office. The Trustee shall request that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly Sponsor correct or cure such omission, defect within 90 days from the date it was so notified of such defect andor other irregularity, if the related Seller does not correct or cure such defect within such period, the related Seller shall either (a) substitute for the related a Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject pursuant to the conditions set forth in provisions of Section 2.032.03(c), or (b) purchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller Sponsor was notified of such omission or defect in writing and, if the Sponsor does not correct or cure such omission or defect within such period, that the Sponsor purchase such Mortgage Loan from the Trust Fund within 90 days from the date the Trustee notified the Sponsor of such omission, defect or other irregularity at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a . The Purchase Price for any Mortgage Loan purchased pursuant to this provision is required by reason of a delay in delivery of any documents Section 2.02 shall be paid to the Servicer and deposited by the appropriate recording office; providedServicer in the Certificate Account or Collection Account, howeveras appropriate, that a Seller shall have no liability for recording any Assignment of Mortgage in favor of promptly upon receipt, and upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer or for receipt of such deposit by the Trustee’s failure to record such Assignment of Mortgage, and provided, further, that no Seller shall be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s failure to record such Assignment of Mortgage. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator upon receipt of a Request for Release and certification of the Servicer of such required deposit, shall promptly release to the Sponsor the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, without recourse, as shall be requested by the Sponsor and necessary to vest in the Sponsor or its designee, as the case may be, any Mortgage Loan released 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 Sponsor to purchase, cure or substitute any Mortgage Loan as to which a material defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to the Trustee on behalf of Certificateholders and the NIMs Insurer. The preceding sentence shall not, however, limit any remedies available to the Certificateholders, the NIMs Insurer, the Depositor or the Trustee pursuant to the Sale Agreement, the Transfer Agreement or the Bring Down Letter. The Trustee shall be under no duty or obligation to inspect, review and examine such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, recordable, duly authorized, sufficient, legal, valid or appropriate to the represented purpose, or that they have actually been recorded, or that they are other than what they purport to be on their face. The Servicer and the Trustee shall keep confidential the name of each Mortgagor except as required for performance of this Agreement and the Servicer and the Trustee shall not solicit any such Mortgagor for the purpose of refinancing the related Mortgage Loan; notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Trustee or the Servicer from sources other than the other parties hereto, (ii) disclosure of any and all information (A) if required to do so by any applicable law, rule or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any aspects of the business of the Trustee or the Servicer or that of any Affiliate, (C) pursuant to any subpoena, civil investigation demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Trustee or the Servicer or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Trustee or the Servicer having a need to know the same, provided that the Trustee or the Servicer, as applicable, advises such recipient of the confidential nature of the information being disclosed, or (iii) any other disclosure authorized by the Depositor. Within 70 days of the Closing Date, the Trustee shall deliver to the NIMs Insurer, the Depositor and the Servicer the Trustee's Certification, substantially in the form of Exhibit M. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M D attached hereto, evidencing the Trustee or completeness of the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entityFiles, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in with any Mortgage Loan released pursuant heretoexceptions noted thereto.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt Pursuant to Section 4 of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage FilesCustodial Agreement, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Sellerthe Sellers, each Servicer Servicer, the Trustee and the Trust Administrator a Trust Receipt and Initial Certification with respect to the Mortgage Loans in the form annexed hereto as Exhibit K. J. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not Pursuant to Section 6 of the Custodial Agreement, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller the Sellers and Servicer Servicer, the Trustee and the Trust Administrator a Trust Receipt and Final Certification with respect to the Mortgage Loans in the form annexed hereto as Exhibit LK, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from the Custodian, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final CertificationCertification pursuant to Section 6 of the Custodial Agreement; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of Certificateholders in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a the related Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the TrusteeCustodian’s failure to record such Assignment of Mortgage, and provided, further, that no the related Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the TrusteeCustodian’s failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall direct the Custodian to deliver written notice to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the TrusteeCustodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. L. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M L hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the preceding paragraph the related Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall, at the related 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 related 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 related Seller as the beneficial holder of such Mortgage Loan. With respect to any Mortgage Loan which becomes delinquent in payment by 90 days or more or is an REO Property, DLJMC shall have the right to repurchase such Mortgage Loan from the Trust at a price equal to the Repurchase Price; provided, however, that (i) such Mortgage Loan is still 90 days or more delinquent or is an REO Property as of the date of such repurchase and (ii) this repurchase option, if not theretofore exercised, shall terminate on the date at the close of business on the 90th day after the Mortgage Loan is 90 days delinquent or the Mortgage Loan becomes an REO Property; provided, further, that in no event shall repurchases pursuant to this paragraph take place with respect to Mortgage Loans constituting more than 5% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans. This repurchase obligation, if not exercised, shall not be thereafter reinstated unless the delinquency is cured and the Mortgage Loan thereafter again becomes 90 days or more delinquent or becomes an REO Property, in which case the option shall again become exercisable as of the first day the Mortgage Loan becomes 90 days delinquent or becomes an REO Property. In the event that DLJMC exercises such option, the Repurchase Price therefor shall be deposited in the Certificate Account and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit L hereto, the Custodian shall release the related Mortgage File held for the benefit of the Certificateholders to DLJMC, and the Trustee shall execute and deliver at DLJMC’s direction such instruments of transfer or assignment prepared by DLJMC, in each case without recourse, as shall be necessary to transfer title from the Trustee to DLJMC.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt of shall, or pursuant to the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting Custodial Agreements, the Trustee Mortgage Filesshall require the Custodians, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each SellerTrustee, each Servicer and the Trust Administrator a Trust Receipt and Initial Certification with respect to the Mortgage Loans in the form annexed hereto as Exhibit K. Based J. Such Trust Receipt and Initial Certification shall require the Custodians, based on its their review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges to acknowledge that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian Custodians shall not be under no duty or obligation required to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not The Trustee shall, or pursuant to the Custodial Agreements, the Trustee shall require the Custodians to, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master each Servicer, each Seller and Servicer the Trustee and the Trust Administrator a Trust Receipt and Final Certification with respect to the Mortgage Loans, in the form annexed hereto as Exhibit LK, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from the Custodians, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such its review, the Trustee or the Custodian finds Custodians find any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01to be missing or incomplete, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final Certification; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of Certificateholders in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s Custodians’ failure to record such Assignment of Mortgage, and provided, further, that no the Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s Custodians’ failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall direct the Custodians to deliver written notice to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trusteerelated Custodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. L. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M L hereto, the Trustee or the related Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the preceding paragraph the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related 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. With respect to any Mortgage Loan the Seller reasonably believes breaches a representation, warranty or covenant under a purchase agreement pursuant to which the Seller purchased from the originator or prior holder of such Mortgage Loan, the Seller shall have the right to repurchase such Mortgage Loan from the Trust at any time in order to facilitate its rights against such originator or prior holder of such Mortgage Loan at a price equal to the Purchase Price; provided, however, that in no event shall such repurchase take place with respect to Mortgage Loans constituting more than 5% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans. Any such repurchase by the Seller pursuant to this provision shall be effected in accordance with the provisions of Section 2.03(c). In the event that DLJMC exercises such option, the Repurchase Price therefor shall be deposited in the Certificate Account and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit L hereto, the related Custodian shall release the related Mortgage File held for the benefit of the Certificateholders to DLJMC, and the Trustee shall execute and deliver at DLJMC’s direction such instruments of transfer or assignment prepared by DLJMC, in each case without recourse, as shall be necessary to transfer title from the Trustee to DLJMC.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt of shall require the documents identified in Custodian, pursuant to the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage FilesCustodial Agreement, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each the Seller, each Servicer Servicer, the Trustee and the Trust Administrator a Trust Receipt and Initial Certification with respect to the Mortgage Loans in the form annexed hereto as Exhibit K. Based J. Such Trust Receipt and Initial Certification shall require the Custodian, based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges to acknowledge that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian shall not be under no duty or obligation required to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not Pursuant to Section 6 of the Custodial Agreement, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each the Seller and Servicer Servicer, the Trustee and the Trust Administrator a Trust Receipt and Final Certification with respect to the Mortgage Loans in the form annexed hereto as Exhibit LK, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from the Custodian, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final CertificationCertification pursuant to Section 6 of the Custodial Agreement; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of Certificateholders in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the TrusteeCustodian’s failure to record such Assignment of Mortgage, and provided, further, that no the Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the TrusteeCustodian’s failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall direct the Custodian to deliver written notice to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the TrusteeCustodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. L. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M L hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the preceding paragraph the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related 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. With respect to any Mortgage Loan the Seller reasonably believes breaches a representation, warranty or covenant under a purchase agreement pursuant to which the Seller purchased from the originator or prior holder of such Mortgage Loan, the Seller shall have the right to repurchase such Mortgage Loan from the Trust at any time in order to facilitate its rights against such originator or prior holder of such Mortgage Loan at a price equal to the Purchase Price; provided, however, that in no event shall such repurchase take place with respect to Mortgage Loans constituting more than 5% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans. Any such repurchase by the Seller pursuant to this provision shall be effected in accordance with the provisions of Section 2.03(c). In the event that DLJMC exercises such option, the Repurchase Price therefor shall be deposited in the Certificate Account and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit L hereto, the Custodian shall release the related Mortgage File held for the benefit of the Certificateholders to DLJMC, and the Trustee shall execute and deliver at DLJMC’s direction such instruments of transfer or assignment prepared by DLJMC, in each case without recourse, as shall be necessary to transfer title from the Trustee to DLJMC.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt by the Custodian of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K G and declares that it the Custodian on its behalf holds and will hold such documents and the other documents delivered to it the Custodian constituting the Trustee Mortgage Files, and that it or the Custodian holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession through the Custodian of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer the Certificate Insurer and the Trust Administrator a Trust Receipt and Servicer an Initial Certification in the form annexed hereto as Exhibit K. G. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges will acknowledge that such documents appear regular on their face and relate to such Mortgage Loan. The Neither the Trustee or nor the Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the Closing Date, the Trustee or the Custodian shall is required to deliver to the Depositor, the Master ServicerSeller, each Seller and Servicer the Certificate Insurer, the Trustee and the Trust Administrator Servicer a Trust Receipt and Final Certification in the form annexed hereto as Exhibit LH, with any applicable exceptions noted thereon. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall will list such as an exception in the Trust Receipt and Final Certification; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such period, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Repurchase Price of such Mortgage Loan; provided, however, that in no event shall such substitution or such longer period not to exceed 720 repurchase occur more than 540 days from the Closing Date Date, except that if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office, then such substitution or repurchase shall occur within 720 days from the Closing Date; and further provided, however, that a the Seller shall have no liability for recording any 50 Assignment of Mortgage in favor of the Trustee or for the Trustee’s 's failure to record such Assignment of Mortgage, and provided, further, that no the Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s 's failure to record such Assignment of Mortgage. The Trustee shall deliver written notice to each Rating Agency and the Certificate Insurer within 270 days from the Closing Date indicating each Mortgage Loan (a) for the Assignment of Mortgage which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the Assignment of Mortgage for the related Mortgage Loan is returned to the TrusteeTrustee or the dispute as to location or status has been resolved. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Repurchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s 's request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s 's interest in any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if the Seller is not a member of MERS and repurchases a Mortgage Loan which is registered on the MERS(R) System, the Seller, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations. It is understood and agreed that the obligation of the Seller to cure, substitute for or to repurchase any Mortgage Loan which does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting such defect available to the Trustee, the Depositor and any Certificateholder against the Seller.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt or Custodian of the documents identified in Mortgage Loans. Subject to the Trust Receipt and Initial Certification in provisions of the form annexed hereto as Exhibit K and following paragraph, the Trustee declares that it holds and it, or a Custodian as its agent, will hold such the documents referred to in Section 2.01 and the other documents delivered to it or a Custodian acting as its agent, as the case may be, constituting the Trustee Mortgage Files, and that it holds or will hold such other assets as are included in the Trust FundEstate delivered to it, in trust for the exclusive use and benefit of all present and future Certificateholders. The Upon execution and delivery of this document, the Trustee acknowledges that it will maintain possession shall deliver or cause a Custodian to deliver to the Depositor and the Master Servicer a certification in the form of Exhibit K hereto (the "Initial Certification") to the effect that, except as may be specified in a list of exceptions attached thereto, such Person has received the original Mortgage Note relating to each of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Loans for which such Person is acting as Custodian agrees to execute and deliver listed on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer and the Trust Administrator a Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage LoanLoan Schedule. The Trustee or the Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than Within 90 days after the Closing Dateexecution and delivery of this Agreement, the Trustee shall review, or cause a Custodian on behalf of the Custodian Trustee to review, the Mortgage Files in such Person's possession, and shall deliver to the Depositor, Depositor and the Master Servicer, each Seller and Servicer and the Trust Administrator a Trust Receipt and Final Certification certification in the form annexed of Exhibit L hereto (the "Final Certification") to the effect that, as Exhibit L, with any applicable exceptions noted thereon. If, to each Mortgage Loan for which it is acting as Custodian listed in the course Mortgage Loan Schedule, except as may be specified in a list of exceptions attached to such reviewFinal Certification, such Mortgage File contains all of the items required to be delivered pursuant to Section 2.01(b). If the Trustee or the a Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.012.01 or is omitted from such Mortgage File or if the Depositor, the Trustee Master Servicer, the Trustee, a Custodian or the Custodian shall list such as an exception in Securities Administrator discovers a breach by the Trust Receipt and Final Certification; provided, however, that the Trustee Servicer or the Custodian shall not make Seller of any determination as to whether (i) representation, warranty or covenant under the Servicing Agreement or the Mortgage Loan Purchase Agreement in respect of any endorsement is sufficient to transfer all right, title Mortgage Loan and such breach materially adversely affects the interest of the Certificateholders in the related Mortgage Loan (provided that any such breach that causes the Mortgage Loan not to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the code shall be deemed to materially and adversely affect the interests of the Certificateholders), then such party shall promptly so endorsingnotify the Master Servicer, the Seller, the Servicer and the Depositor of such failure to meet the requirements of Section 2.01 or of such breach and request that the Servicer or the Seller, as noteholder or assignee thereofapplicable, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct deliver such missing documentation or cure such defect or breach within 90 days from of its discovery or its receipt of notice of any such failure to meet the date it was so notified requirements of Section 2.01 or of such defect andbreach. If the Seller or the Servicer, if the related Seller as applicable, does not correct deliver such missing document or cure such defect within or breach in all material respects during such period, the related Seller Trustee shall enforce the Servicer's or Seller's obligation, as the case may be, under the Servicing Agreement or the Mortgage Loan Purchase Agreement, as applicable, and cause the Servicer or Seller, as applicable, to either (a) solely in the case of the Seller, substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, below or (b) purchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing Trust at the Purchase Repurchase Price of for such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that in no event shall such a Seller shall have no liability for recording any Assignment of Mortgage in favor of substitution occur more than two years from the Trustee or for the Trustee’s failure to record such Assignment of Mortgage, and Closing Date; provided, further, that no Seller shall be obligated to such substitution or repurchase or cure any must occur within 90 days of when such defect was discovered if such defect will cause the Mortgage Loan not to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code. In performing any such review, the Trustee or a Custodian may conclusively rely on the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's or a Custodian's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.01 have been received and further confirming that any and all documents delivered pursuant to Section 2.01 appear on their face to have been executed and relate to the Mortgage Loans identified in the Mortgage Loan Schedule based solely upon the review of items (i) and (xi) in the definition of Mortgage Loan Schedule. Neither the Trustee nor any Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form, whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. In the event of a discovery of a breach of any representation or warranty of the Servicer or the Seller, the Trustee shall enforce the rights of the Trust under the Servicing Agreement and the Mortgage Loan Purchase Agreement for the benefit of the Certificateholders. In the event of a breach of the representations or warranties with respect to the Mortgage Loans set forth in the Servicing Agreement, the Trustee shall enforce the right of the Trust to be indemnified for such breach of representation or warranty. In addition, if a breach of a representation set forth in clauses (k) and (o) of paragraph 3 of the Mortgage Loan Purchase Agreement occurs as a result of a violation of an applicable predatory or abusive lending law, the Trustee shall enforce the right of the Trust to reimbursement by the Seller for all costs or damages incurred by the Trust as a result of the Trustee’s failure violation of such law (such amount, the "Reimbursement Amount"), but only to record such Assignment the extent the Servicer does not so reimburse the Trust. It is understood and agreed that, except for any indemnification provided in the Servicing Agreement and the payment of Mortgage. The Trustee shall deliver written notice any Reimbursement Amount, the obligation of the Servicer or the Seller to each Rating Agency within 270 days from cure or to repurchase (or substitute, in the Closing Date indicating each case of the Seller) any Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there a document is missing, a dispute material defect in a constituent document exists or as to location which such a breach has occurred and is continuing shall constitute the sole remedy against the Servicer or status the Seller in respect of such omission, defect or breach available to the Trustee on behalf of the Certificateholders. With respect to the representations and warranties set forth in the Mortgage Loan. Such notice shall be delivered every 90 days thereafter until Loan Purchase Agreement that are made to the best of the Seller's knowledge or as to which the Seller had no knowledge, if it is discovered by the Depositor, the Master Servicer or the Trustee that the substance of such representation or warranty is inaccurate and such inaccuracy materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan is returned then, notwithstanding the Seller's lack of knowledge with respect to the Trustee. Any substance of such substitution pursuant to (a) above representation or purchase pursuant to (b) above warranty being inaccurate at the time the representation or warranty was made, such inaccuracy shall not be effected prior to the delivery to the Trustee and the Trust Administrator deemed a breach of the Opinion applicable representation or warranty. It is understood and agreed that the representations and warranties set forth in the Mortgage Loan Purchase Agreement shall survive delivery of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery Mortgage Files to the Trustee or a Custodian and shall inure to the Trust Administrator benefit of the Certificateholders notwithstanding any restrictive or qualified endorsement or assignment. It is understood and agreed that the obligations of the Seller set forth in this Section 2.02 to cure, substitute for or repurchase a Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement constitute the sole remedies available to the Certificateholders and to the Trustee on their behalf respecting a breach of the representations and warranties contained in the Mortgage Loan Purchase Agreement. The representations and warranties of the Servicer with respect to the Mortgage Loans in the Servicing Agreement, which have been assigned to the Trustee hereunder, were made as of the date specified in the Servicing Agreement. To the extent that any fact, condition or event with respect to a Mortgage Loan constitutes a breach of both (i) a representation or warranty of the Servicer under the Servicing Agreement and (ii) a representation or warranty of the Seller under the Mortgage Loan Purchase Agreement, the only right or remedy of the Trustee or of any Certificateholder shall be the Trustee's right to enforce the obligations of the Servicer under any applicable representation or warranty made by it. The Trustee acknowledges that the Seller shall have no obligation or liability with respect to any breach of a Request for Release substantially representation or warranty made by it with respect to the Mortgage Loans if the fact, condition or event constituting such breach also constitutes a breach of a representation or warranty made by the Servicer in the form Servicing Agreement, without regard to whether the Servicer fulfills its contractual obligations in respect of Exhibit M. such representation or warranty. The Trustee further acknowledges that the Depositor shall have no obligation or liability with respect to any breach of any representation or warranty with respect to the Mortgage Loans (except as set forth in Section 2.04) under any circumstances. With respect to each Substitute Mortgage Loan, the Seller shall deliver to the Trustee or Custodian on behalf of the Trustee, as the case may be, for the benefit of the Certificateholders, the Mortgage Note, the related Assignment of Mortgage (except for any Mortgage which has been recorded in the name of MERS or its designee), and such other documents and agreements as are otherwise required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for Monthly Payments due with respect to any such Substitute Mortgage Loan in the month of substitution shall not be part of the Trust Estate. For the month of substitution, distributions to Certificateholders will include the Monthly Payment due for such month on any Defective Mortgage Loan for which the Seller has substituted a Substitute Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of each Mortgage Loan that has become a Defective Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and the Master Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator, the Trustee and any Custodian. Upon such substitution, each Substitute Mortgage Loan shall be deposited by subject to the related terms of this Agreement in all respects, and the Seller shall be deemed to have made to the Trustee with respect to such Substitute Mortgage Loan, as of the date of substitution, the representations and warranties made pursuant to paragraph 3 of the Mortgage Loan Purchase Agreement. Upon any such substitution and the deposit to the Master Servicer Custodial Account of any required Substitution Adjustment Amount (as described in the Certificate Account on or prior to next paragraph) and receipt of a Request for Release, the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, Trustee shall upon receipt of written notice from the Master Servicer of such deposit and certification with respect thereto in the form of Exhibit M heretodeposit, release, or shall direct a Custodian to release, the Trustee or the Custodian shall release the related Mortgage File relating to such Defective Mortgage Loan to the related Seller and shall execute and deliver at such entity’s request the Seller's direction such instruments of transfer or assignment prepared by such entitythe Seller, in each case without recourse, as shall be necessary to vest title in such entitythe Seller, or a its designee, to the Trustee’s 's interest in any Defective Mortgage Loan released substituted for pursuant heretoto this Section 2.02. For any month in which the Seller substitutes one or more Substitute Mortgage Loans for one or more Defective Mortgage Loans, the amount (if any) by which the aggregate principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all such Defective Mortgage Loans (after application of the principal portion of the Monthly Payments due in the month of substitution) (the "Substitution Adjustment Amount") plus an amount equal to the aggregate of any unreimbursed Advances with respect to such Defective Mortgage Loans shall be remitted to the Master Servicer Custodial Account by the Seller on or before the Servicer Remittance Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan is required to be purchased or replaced hereunder. The Repurchase Price of any repurchase and the Substitution Adjustment Amount, if any, shall be deposited in the Master Servicer Custodial Account. The Master Servicer shall give the Securities Administrator and the Trustee written notice of such deposits. Notwithstanding anything to the contrary contained herein, no substitution shall occur more than two years from the Closing Date. The Trustee shall retain or shall cause a Custodian to retain, as applicable, possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall cause to be promptly delivered to the Trustee or the Custodian on behalf of the Trustee, as the case may be, upon the execution or, in the case of documents requiring recording, receipt thereof, the originals of such other documents or instruments constituting the Mortgage File as come into the Master Servicer's possession from time to time. The Trustee or a Custodian on behalf of the Trustee shall be under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face or (ii) to determine whether any Mortgage File should include any of the documents specified in Section 2.01(b)(iii), (iv), (v) and (vi).

Acceptance by the Trustee. (a) The Trustee acknowledges receipt of Pursuant to the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage Filesrelated Custodial Agreement, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the each Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer Trustee and the Trust Administrator a Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K. I. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the each Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian Custodians shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not Pursuant to the related Custodial Agreement, not later than 90 days after the Closing Date, the Trustee or the each Custodian shall deliver to the Depositor, the Master Servicer, each Seller and Servicer Trustee and the Trust Administrator a Trust Receipt and Final Certification in the form annexed hereto as Exhibit LJ, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from the Custodians, and subject to the provisions of Section 2.01 and any exceptions noted on an exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and shall hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or shall hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such review, the Trustee or the a Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the such Custodian shall list such as an exception in the Trust Receipt and Final CertificationCertification pursuant to the related Custodial Agreement; provided, however, that the Trustee or the a Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of Certificateholders in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date that the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording officeoffice or title insurer, as applicable; provided, however, that a the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s Custodian's failure to record such Assignment of Mortgage, and provided, further, that no Seller shall be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s a Custodian's failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall deliver written notice or direct the related Custodian to deliver to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trusteerelated Custodian. Any such substitution pursuant to clause (a) above or purchase pursuant to (b) above of the preceding sentence shall not be effected prior to the delivery to the Trustee and the Trust Administrator of (1) the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a2) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. K. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate related Collection Account and the Seller shall notify the related Servicer to deliver a Request for Release substantially in the form of Exhibit K on or prior to the Business Day immediately preceding such Distribution Date in the month following the month during which the Seller became obligated hereunder to repurchase or replace such Mortgage Loan. Upon receipt of repurchase andnotice from the Seller, upon the related Servicer shall deliver a Request for Release substantially in the form of Exhibit K to the related Custodian, the Trustee and the Trust Administrator. Upon receipt of such deposit and certification Request for Release with respect thereto in the form of Exhibit M heretoK, the Trustee or the related Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s 's request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s 's interest in any Mortgage Loan released pursuant hereto. If pursuant to the preceding paragraph the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related 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.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt Pursuant to Section 4 of the documents identified in the Trust Receipt LaSalle Custodial Agreement and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage Files, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession Section 4 of the Mortgage Notes in the State of Illinois or the State of TexasU.S. Bank Custodial Agreement, unless otherwise permitted by the Rating Agencies. The Trustee or the each Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer Trustee and the Trust Administrator a Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K. I-1. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges that such documents appear regular on their face and relate to such Initial Mortgage Loan. The Trustee or the Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not Pursuant to Section 6 of the LaSalle Custodial Agreement and Section 5 of the U.S. Bank Custodial Agreement, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller and Servicer Trustee and the Trust Administrator a Trust Receipt and Final Certification in the form annexed hereto as Exhibit LJ, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from each Custodian, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final CertificationCertification pursuant to Section 6 of the LaSalle Custodial Agreement and Section 5 of the U.S. Bank Custodial Agreement; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related With respect to each Mortgage Loan for which it is the Seller, each Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related such Seller does not correct or cure such defect within such period, period and such defect materially and adversely affects the interests of Certificateholders in the related Mortgage Loan, such Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date that the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording officeoffice or title insurer, as applicable; provided, however, that a Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s Custodian's failure to record such Assignment of Mortgage, and provided, further, that no Seller shall be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s Custodian's failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall direct each Custodian to deliver written notice to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the TrusteeCustodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. K. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate related Collection Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of during which such Seller became obligated hereunder to repurchase or replace such Mortgage Loan and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M K hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s 's request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s 's interest in any Mortgage Loan released pursuant hereto. If pursuant to the preceding paragraph the related Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall, at the related 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 related 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 related Seller as the beneficial holder of such Mortgage Loan. The Custodian shall execute and deliver prior to 10:00 a.m. (New York time) on each Subsequent Transfer Date to the Depositor, the Trust Administrator and each Servicer a Subsequent Certification in the form annexed hereto as Exhibit I-2. Based on its review and examination, and only as to the documents identified in such Subsequent Certification, the Custodian shall acknowledge that such documents appear regular on their face and relate to such Subsequent Mortgage Loan. None of the Trustee, the Trust Administrator or the Custodian 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 in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the end of the Prefunding Period, the Custodian shall deliver to the Depositor, the Trust Administrator, the Sellers and each Servicer a Final Certification with respect to the Subsequent Mortgage Loans in the form annexed hereto as Exhibit J with any applicable exceptions noted thereon. If, in the course of such review of the Mortgage Files relating to the Subsequent Mortgage Loans, the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Custodian shall list such as an exception in the Final Certification; provided, however that the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall cure any such defect or repurchase or substitute for any such Mortgage Loan in accordance with this Section 2.02(a).

Acceptance by the Trustee. (a) The Trustee acknowledges receipt of shall, or pursuant to the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting Custodial Agreements, the Trustee Mortgage Filesshall require the Custodians, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Trustee, Xxxxx Fargo, as a Servicer, each Seller, each Servicer and the Trust Administrator a Trust Receipt and Initial Certification with respect to the Mortgage Loans in the form annexed hereto as Exhibit K. Based J. Such Trust Receipt and Initial Certification shall require the Custodians, based on its their review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges to acknowledge that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian Custodians shall not be under no duty or obligation required to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not The Trustee shall, or pursuant to the Custodial Agreements, the Trustee shall require the Custodians to, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Xxxxx Fargo as Servicer, each Seller and Servicer the Trustee and the Trust Administrator a Trust Receipt and Final Certification with respect to the Mortgage Loans, in the form annexed hereto as Exhibit LK, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from the Custodians, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such its review, the Trustee or the Custodian finds Custodians find any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01to be missing or incomplete, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final Certification; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of Certificateholders in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s Custodians’ failure to record such Assignment of Mortgage, and provided, further, that no the Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s Custodians’ failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall direct the Custodians to deliver written notice to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trusteerelated Custodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. L. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M L hereto, the Trustee or the related Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the preceding paragraph the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related 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. With respect to any Mortgage Loan that is delinquent or in default for which the Seller reasonably believes breaches a representation, warranty or covenant under a purchase agreement pursuant to which the Seller purchased from the originator or prior holder of such Mortgage Loan, the Seller shall have the right to repurchase such Mortgage Loan from the Trust at any time in order to facilitate its rights against such originator or prior holder of such Mortgage Loan at a price equal to the Purchase Price; provided, however, that in no event shall such repurchase take place with respect to Mortgage Loans constituting more than 5% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans. Any such repurchase by the Seller pursuant to this provision shall be effected in accordance with the provisions of Section 2.03(c). In the event that DLJMC exercises such option, the Repurchase Price therefor shall be deposited in the Certificate Account and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit L hereto, the related Custodian shall release the related Mortgage File held for the benefit of the Certificateholders to DLJMC, and the Trustee shall execute and deliver at DLJMC’s direction such instruments of transfer or assignment prepared by DLJMC, in each case without recourse, as shall be necessary to transfer title from the Trustee to DLJMC.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt by itself or the Custodian of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K G and declares that it holds or the Custodian on its behalf hold and will hold such documents and the other documents delivered to it or the Custodian, respectively, constituting the Trustee Mortgage Files, and that it or the Custodian holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it or the Custodian will maintain possession of the Mortgage Notes in the State of Illinois Texas or the State of TexasIllinois, as directed by the Seller, unless otherwise permitted by the Rating Agencies. The Trustee or Custodian is required under the Custodian agrees Custodial Agreement to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer the Trustee and the Trust Administrator a Trust Receipt and Servicer an Initial Certification in the form annexed hereto as Exhibit K. G with respect to the Mortgage Loans delivered to the Custodian. The Trustee shall deliver on the Closing Date to the Depositor, the Seller, the Trustee and the Servicer an Initial Certification in the form annexed hereto as Exhibit G with respect to the Mortgage Loans delivered to the Trustee. Based on its respective review and examination, and only as to the documents identified in such Trust Receipt and related Initial Certification, pursuant to the Trustee or Custodial Agreement, the Custodian acknowledges will acknowledge that such documents delivered to it appear regular on their face and relate to such Mortgage Loan and pursuant to this Agreement the Trustee will acknowledge that such documents delivered to it appear regular on their face and relate to such Mortgage Loan. The Neither the Trustee or nor the Custodian shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the Closing Date, the Trustee or and the Custodian shall are each required to deliver to the Depositor, the Master ServicerSeller, each Seller and Servicer the Trustee and the Trust Administrator Servicer a Trust Receipt and Final Certification with respect to the Mortgage Loans delivered to it in the form annexed hereto as Exhibit LH, with any applicable exceptions noted thereon. If, in the course of such review, the Trustee or the Custodian Custodian, as applicable, finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final Certification; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such period, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s failure to record such Assignment of Mortgage, and provided, further, that no Seller shall be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s failure to record such Assignment of Mortgage. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto.of

Acceptance by the Trustee. (a) The Trustee acknowledges receipt by the Custodian of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K G and declares that it holds the Custodian on its behalf hold and will hold such documents and the other documents delivered to it the Custodian constituting the Trustee Mortgage Files, and that it or the Custodian holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession through the Custodian of the Mortgage Notes in the State of Illinois Texas or the State of TexasIllinois, as directed by the Seller, unless otherwise permitted by the Rating Agencies. The Trustee or Custodian is required under the Custodian agrees Custodial Agreement to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer the Trustee and the Trust Administrator a Trust Receipt and Servicers an Initial Certification in the form annexed hereto as Exhibit K. G. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, pursuant to the Trustee or Custodial Agreement, the Custodian acknowledges will acknowledge that such documents appear regular on their face and relate to such Mortgage Loan. The Neither the Trustee or nor the Custodian shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the Closing Date, the Trustee or the Custodian shall is required to deliver to the Depositor, the Master ServicerSeller, each Seller and Servicer the Trustee and the Trust Administrator Servicers a Trust Receipt and Final Certification in the form annexed hereto as Exhibit LH, with any applicable exceptions noted thereon. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, pursuant to the Trustee or Custodial Agreement, the Custodian shall will list such as an exception in the Trust Receipt and Final Certification; provided, however, that neither the Trustee or nor the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 120 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such period, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee or the Custodian within 90 120 days from the date the related Seller was notified of such defect in writing at the Purchase Repurchase Price of such Mortgage Loan; provided, however, that in no event shall such substitution or such longer period not to exceed 720 repurchase occur more than 540 days from the Closing Date Date, except that if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office, then such substitution or repurchase shall occur within 720 days from the Closing Date; and further provided, however, that a the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s 's failure to record such Assignment of Mortgage, and provided, further, that no the Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s 's failure to record such Assignment of Mortgage. The Trustee shall deliver written notice to each Rating Agency within 270 360 days from the Closing Date indicating each Mortgage Loan (a) for the Assignment of Mortgage which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the Assignment of Mortgage for the related Mortgage Loan is returned to the TrusteeTrustee or the dispute as to location or status has been resolved. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Repurchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s 's request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s 's interest in any Mortgage Loan released pursuant hereto.. In furtherance of the foregoing, if the Seller is not a member of MERS and repurchases a Mortgage Loan which is registered on the MERS(R) System, the Seller, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations. It is understood and agreed that the obligation of the Seller to cure, substitute for or to repurchase any Mortgage Loan which does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting such defect available to the Trustee, the Depositor and any Certificateholder against the Seller. The Trustee shall pay to the Custodian from time to time reasonable compensation for all services rendered by it hereunder or under the Custodial Agreement, and the Trustee shall pay or reimburse the Custodian upon its request for all reasonable expenses, disbursements and advances incurred or made by the Custodian in accordance with any of the provisions of this Agreement or the

Acceptance by the Trustee. (a) The Trustee acknowledges receipt Pursuant to Section 4 of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage FilesLaSalle Custodial Agreement, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer Trustee and the Trust Administrator a Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K. I. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges that such documents appear regular on their face and relate to such Initial Mortgage Loan. The Trustee or the Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not Pursuant to Section 6 of the LaSalle Custodial Agreement, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller and Servicer Trustee and the Trust Administrator a Trust Receipt and Final Certification in the form annexed hereto as Exhibit LJ, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from the Custodian, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final CertificationCertification pursuant to Section 6 of the LaSalle Custodial Agreement; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of Certificateholders in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date that the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording officeoffice or title insurer, as applicable; provided, however, that a the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s Custodian's failure to record such Assignment of Mortgage, and provided, further, that no Seller shall be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s Custodian's failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall deliver written notice or direct the Custodian to deliver to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the TrusteeCustodian. Any such substitution pursuant to clause (a) above or purchase pursuant to (b) above of the preceding sentence shall not be effected prior to the delivery to the Trustee and the Trust Administrator of (1) the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a2) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. K. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate related Collection Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of during which the Seller became obligated hereunder to repurchase or replace such Mortgage Loan and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M K hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s 's request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s 's interest in any Mortgage Loan released pursuant hereto. If pursuant to the preceding paragraph the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related 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(R) System in accordance with MERS' rules and regulations or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Custodian shall execute and deliver prior to 10:00 a.m. (New York time) on each Subsequent Transfer Date to the Depositor, the Trust Administrator and each Servicer a Subsequent Certification in the form annexed hereto as Exhibit I-2. Based on its review and examination, and only as to the documents identified in such Subsequent Certification, the Custodian shall acknowledge that such documents appear regular on their face and relate to such Subsequent Mortgage Loan. None of the Trustee, the Trust Administrator or the Custodian 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 in the real estate records or that they are other than what they purport to be on their face.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt of shall, or pursuant to the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting Custodial Agreements, the Trustee Mortgage Filesshall require the Custodians, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer Trustee and the Trust Administrator a Trust Receipt and Initial Certification with respect to the Mortgage Loans in the form annexed hereto as Exhibit K. Based J. Such Trust Receipt and Initial Certification shall require the Custodians, based on its their review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges to acknowledge that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian Custodians shall not be under no duty or obligation required to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not The Trustee shall, or pursuant to the Custodial Agreements, the Trustee shall require the Custodians to, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Xxxxx Fargo as Servicer, each Seller and Servicer the Trustee and the Trust Administrator a Trust Receipt and Final Certification with respect to the Mortgage Loans, in the form annexed hereto as Exhibit LK, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from the Custodians, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such its review, the Trustee or the Custodian finds Custodians find any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01to be missing or incomplete, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final Certification; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of Certificateholders in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s Custodians’ failure to record such Assignment of Mortgage, and provided, further, that no the Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s Custodians’ failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall direct the Custodians to deliver written notice to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trusteerelated Custodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. L. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M L hereto, the Trustee or the related Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the preceding paragraph the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related 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. With respect to any Mortgage Loan the Seller reasonably believes breaches a representation, warranty or covenant under a purchase agreement pursuant to which the Seller purchased from the originator or prior holder of such Mortgage Loan, the Seller shall have the right to repurchase such Mortgage Loan from the Trust at any time in order to facilitate its rights against such originator or prior holder of such Mortgage Loan at a price equal to the Purchase Price; provided, however, that in no event shall such repurchase take place with respect to Mortgage Loans constituting more than 5% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans. Any such repurchase by the Seller pursuant to this provision shall be effected in accordance with the provisions of Section 2.03(c). In the event that DLJMC exercises such option, the Repurchase Price therefor shall be deposited in the Certificate Account and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit L hereto, the related Custodian shall release the related Mortgage File held for the benefit of the Certificateholders to DLJMC, and the Trustee shall execute and deliver at DLJMC’s direction such instruments of transfer or assignment prepared by DLJMC, in each case without recourse, as shall be necessary to transfer title from the Trustee to DLJMC.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt by itself or the Custodian of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K G and declares that it holds or the Custodian on its behalf hold and will hold such documents and the other documents delivered to it or the Custodian, respectively, constituting the Trustee Mortgage Files, and that it or the Custodian holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it or the Custodian will maintain possession of the Mortgage Notes in the State of Illinois Texas or the State of TexasIllinois, as directed by the Seller, unless otherwise permitted by the Rating Agencies. The Trustee or Custodian is required under the Custodian agrees Custodial Agreement to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer the Trustee and the Trust Administrator a Trust Receipt and Servicers an Initial Certification in the form annexed hereto as Exhibit K. G with respect to the Mortgage Loans delivered to the Custodian. The Trustee shall deliver on the Closing Date to the Depositor, the Seller, the Trustee and the Servicers an Initial Certification in the form annexed hereto as Exhibit G with respect to the Mortgage Loans delivered to the Trustee. Based on its respective review and examination, and only as to the documents identified in such Trust Receipt and related Initial Certification, pursuant to the Trustee or Custodial Agreement, the Custodian acknowledges will acknowledge that such documents delivered to it appear regular on their face and relate to such Mortgage Loan and pursuant to this Agreement the Trustee will acknowledge that such documents delivered to it appear regular on their face and relate to such Mortgage Loan. The Neither the Trustee or nor the Custodian shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the Closing Date, the Trustee or and the Custodian shall are each required to deliver to the Depositor, the Master ServicerSeller, each Seller and Servicer the Trustee and the Trust Administrator Servicers a Trust Receipt and Final Certification with respect to the Mortgage Loans delivered to it in the form annexed hereto as Exhibit LH, with any applicable exceptions noted thereon. If, in the course of such review, the Trustee or the Custodian Custodian, as applicable, finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or or, pursuant to the Custodian shall Custodial Agreement, the Custodian, will list such as an exception in the Trust Receipt and Final Certification; provided, however, that neither the Trustee or nor the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 120 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee or the Custodian within 90 120 days from the date the related Seller was notified of such defect in writing at the Purchase Repurchase Price of such Mortgage Loan; provided, however, that in no event shall such substitution or such longer period not to exceed 720 repurchase occur more than 540 days from the Closing Date Date, except that if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office, then such substitution or repurchase shall occur within 720 days from the Closing Date; and further provided, however, that a the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s 's failure to record such Assignment of Mortgage, and provided, further, that no the Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s 's failure to record such Assignment of Mortgage. The Trustee shall deliver written notice to each Rating Agency within 270 360 days from the Closing Date indicating each Mortgage Loan (a) for the Assignment of Mortgage which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the Assignment of Mortgage for the related Mortgage Loan is returned to the TrusteeTrustee or the dispute as to location or status has been resolved. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Repurchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s 's request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s 's interest in any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if the Seller is not a member of MERS and repurchases a Mortgage Loan which is registered on the MERS(R) System, the Seller, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations. Pursuant to the Custodial Agreement, the Custodian is required to execute and deliver on the Subsequent Transfer Date to the Depositor, the Seller, the Trustee and the Servicers an Initial Certification in the form annexed hereto as Exhibit G. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Custodian shall acknowledge that such documents appear regular on their face and relate to such Subsequent Mortgage Loan. Neither the Trustee nor the Custodian shall be under a duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Pursuant to the Custodial Agreement, not later than 90 days after the end of the Pre-Funding Period, the Custodian is required to deliver to the Depositor, the Seller, the Trustee and the related Servicer a Final Certification with respect to the Subsequent Mortgage Loans in the form annexed hereto as Exhibit H with any applicable exceptions noted thereon. If, in the course of such review of the Mortgage Files relating to the Subsequent Mortgage Loans, the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, pursuant to the Custodial Agreement, the Custodian will be required to list such as an exception in the Final Certification; provided, however that neither the Trustee nor the Custodian shall make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall cure any such defect or repurchase or substitute for any such Mortgage Loan in accordance with Section 2.02(a). It is understood and agreed that the obligation of the Seller to cure, substitute for or to repurchase any Mortgage Loan which does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting such defect available to the Trustee, the Depositor and any Certificateholder against the Seller. The Trustee shall pay to the Custodian from time to time reasonable compensation for all services rendered by it hereunder or under the Custodial Agreement, and the Trustee shall pay or reimburse the Custodian upon its request for all reasonable expenses, disbursements and advances incurred or made by the Custodian in accordance with any of the provisions of this Agreement or the Custodial Agreement, except any such expense, disbursement or advance as may arise from its negligence or bad faith.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt Pursuant to Section 4 of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage FilesCustodial Agreement, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer Servicer, the Trustee and the Trust Administrator a Trust Receipt and Initial Certification with respect to the Initial Mortgage Loans in the form annexed hereto as Exhibit K. J. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges that such documents appear regular on their face and relate to such Initial Mortgage Loan. The Trustee or the Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not Pursuant to Section 6 of the Custodial Agreement, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller and Servicer Servicer, the Trustee and the Trust Administrator a Trust Receipt and Final Certification with respect to the Initial Mortgage Loans in the form annexed hereto as Exhibit LK, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from the Custodian, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final CertificationCertification pursuant to Section 6 of the Custodial Agreement; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of Certificateholders in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the TrusteeCustodian’s failure to record such Assignment of Mortgage, and provided, further, that no Seller shall be obligated to repurchase or cure any Mortgage Loan solely as a result of the TrusteeCustodian’s failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall direct the Custodian to deliver written notice to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the TrusteeCustodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. L. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M L hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the preceding paragraph the related Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall, at the related 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 related 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 related Seller as the beneficial holder of such Mortgage Loan. The Custodian shall execute and deliver prior to 10:00 a.m. (New York time) on each Subsequent Transfer Date to the Depositor, SPS, the Trustee and the Trust Administrator a Subsequent Certification in the form annexed hereto as Exhibit J. Based on its review and examination, and only as to the documents identified in such Subsequent Certification, the Custodian shall acknowledge that such documents appear regular on their face and relate to such Subsequent Mortgage Loan. Neither the Trustee nor the Custodian 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 in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the end of the Prefunding Period, the Custodian shall deliver to the Depositor, SPS, the Trustee and the Trust Administrator a Final Certification with respect to the Subsequent Mortgage Loans in the form annexed hereto as Exhibit K with any applicable exceptions noted thereon. If, in the course of such review of the Mortgage Files relating to the Subsequent Mortgage Loans, the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Custodian shall list such as an exception in the Final Certification; provided, however that the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall cure any such defect or repurchase or substitute for any such Mortgage Loan in accordance with this Section 2.02(a).

Acceptance by the Trustee. (a) The Trustee acknowledges receipt by itself or the Custodians of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K G and declares that it holds or the Custodians on its behalf hold and will hold such documents and the other documents delivered to it or the Custodians, respectively, constituting the Trustee Mortgage Files, and that it or the related Custodian holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it or the related Custodian will maintain possession of the Mortgage Notes in the State of Texas, the State of Illinois or the State of TexasCalifornia, as directed by the Seller, unless otherwise permitted by the Rating Agencies. The Trustee or Each Custodian is required under the Custodian agrees related Custodial Agreement to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer the Trustee and the Trust Administrator a Trust Receipt and Servicers an Initial Certification in the form annexed hereto as Exhibit K. G with respect to the Mortgage Loans delivered to such Custodian. The Trustee shall deliver on the Closing Date to the Depositor, the Seller, the Trustee and the Servicers an Initial Certification in the form annexed hereto as Exhibit G with respect to the Mortgage Loans delivered to the Trustee. Based on its respective review and examination, and only as to the documents identified in such Trust Receipt and related Initial Certification, pursuant to the Trustee or the Custodial Agreement, each Custodian acknowledges will acknowledge that such documents delivered to it appear regular on their face and relate to such Mortgage Loan and pursuant to this Agreement the Trustee will acknowledge that such documents delivered to it appear regular on their face and relate to such Mortgage Loan. The Neither the Trustee or nor the Custodian Custodians shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the Closing Date, the Trustee or and the Custodian shall Custodians are each required to deliver to the Depositor, the Master ServicerSeller, each Seller and Servicer the Trustee and the Trust Administrator Servicers a Trust Receipt and Final Certification with respect to the Mortgage Loans delivered to it in the form annexed hereto as Exhibit LH, with any applicable exceptions noted thereon. If, in the course of such review, the Trustee or the Custodian a Custodian, as applicable, finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or or, pursuant to the Custodian shall related Custodial Agreement, the related Custodian, will list such as an exception in the Trust Receipt and Final Certification; provided, however, that neither the Trustee or nor the Custodian Custodians shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 120 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee or the Custodian within 90 120 days from the date the related Seller was notified of such defect in writing at the Purchase Repurchase Price of such Mortgage Loan; provided, however, that in no event shall such substitution or such longer period not to exceed 720 repurchase occur more than 540 days from the Closing Date Date, except that if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office, then such substitution or repurchase shall occur within 720 days from the Closing Date; and further provided, however, that a the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s failure to record such Assignment of Mortgage, and provided, further, that no the Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s failure to record such Assignment of Mortgage. The Trustee shall deliver written notice to each Rating Agency within 270 360 days from the Closing Date indicating each Mortgage Loan (a) for the Assignment of Mortgage which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the Assignment of Mortgage for the related Mortgage Loan is returned to the TrusteeTrustee or the dispute as to location or status has been resolved. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Repurchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if the Seller is not a member of MERS and repurchases a Mortgage Loan which is registered on the MERS® System, the Seller, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS® System in accordance with MERS’ rules and regulations. Pursuant to the related Custodial Agreement, the related Custodian is required to execute and deliver on the Subsequent Transfer Date to the Depositor, the Seller, the Trustee and the Servicers an Initial Certification in the form annexed hereto as Exhibit G. Based on its review and examination, and only as to the documents identified in such Initial Certification, the related Custodian shall acknowledge that such documents appear regular on their face and relate to such Subsequent Mortgage Loan. Neither the Trustee nor the related Custodian shall be under a duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Pursuant to the related Custodial Agreement, not later than 90 days after the end of the Pre-Funding Period, the related Custodian is required to deliver to the Depositor, the Seller, the Trustee and the related Servicer a Final Certification with respect to the Subsequent Mortgage Loans in the form annexed hereto as Exhibit H with any applicable exceptions noted thereon. If, in the course of such review of the Mortgage Files relating to the Subsequent Mortgage Loans, the related Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, pursuant to the related Custodial Agreement, the related Custodian will be required to list such as an exception in the Final Certification; provided, however that neither the Trustee nor the related Custodian shall make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall cure any such defect or repurchase or substitute for any such Mortgage Loan in accordance with Section 2.02(a). It is understood and agreed that the obligation of the Seller to cure, substitute for or to repurchase any Mortgage Loan which does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting such defect available to the Trustee, the Depositor and any Certificateholder against the Seller. The Trustee shall pay to each Custodian from time to time reasonable compensation for all services rendered by it hereunder or under the related Custodial Agreement, and the Trustee shall pay or reimburse each Custodian upon its request for all reasonable expenses, disbursements and advances incurred or made by such Custodian in accordance with any of the provisions of this Agreement or the related Custodial Agreement, except any such expense, disbursement or advance as may arise from its negligence or bad faith.

Acceptance by the Trustee. (a) The Trustee acknowledges the receipt of, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, the documents identified referred to in Section 2.01 above and all other assets included in the definition of "Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K Fund" and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee a Mortgage FilesFile, and that it holds or will hold all such assets and such other assets as are included in the definition of "Trust Fund, " in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver (or cause the Custodian to execute and deliver) to the Depositor on or prior to the Closing Date to an acknowledgment of receipt of the Depositororiginal Mortgage Note (with any exceptions noted), the Master Servicer, each Seller, each Servicer and the Trust Administrator a Trust Receipt and Initial Certification substantially in the form annexed attached as Exhibit F-3 hereto. The Trustee agrees, for the benefit of the Certificateholders, to review (or cause the Custodian to review) each Mortgage File within 60 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 60 days of receipt and with respect to any Qualified Substitute Mortgage, within 60 days after the assignment thereof) and to certify (or cause the Custodian to certify) in substantially the form attached hereto as Exhibit K. Based F-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) 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 torn and relate to such Mortgage Loan and (iii) based on its review and examination, examination and only as to the documents identified foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (1), (2), (3), (5) (13) and (26) (but only as to whether the Mortgage Loan as a prepayment penalty) **of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such Trust Receipt and Initial Certificationreview, the Trustee (or the Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian shall be Custodian, as applicable) is under no duty or obligation to inspect, review or examine said any such documents, instruments, certificates or other papers to determine that the same they are genuine, enforceable enforceable, or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after Prior to the Closing Date, first anniversary date of this Agreement the Trustee shall deliver (or cause the Custodian shall deliver to deliver) to the Depositor, the Master Servicer, each Seller and Servicer Depositor and the Trust Administrator Servicer a Trust Receipt and Final Certification final certification in the form annexed hereto as Exhibit LF-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, If in the course process of such reviewreviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee (or the Custodian Custodian, as applicable) finds any document or documents constituting a part of a Mortgage File which does not meet to be missing or defective in any material respect, at the requirements conclusion of Section 2.01its review the Trustee, upon its notification by the Custodian, if applicable, shall so notify the Seller, the Depositor and the Servicer. In addition, upon the discovery by the Seller, Depositor, the Trustee or the Custodian shall list Servicer (or upon receipt by the Trustee of written notification of such as an exception breach) of a breach of any of the representations and warranties made by the Seller in the Trust Receipt related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Depositor and Final Certification; provided, however, the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans and the Related Documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee and that such property not be part of the Depositor's estate or property of the Custodian 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 not make any determination as be deemed to whether (i) any endorsement is sufficient have granted and does hereby grant to transfer the Trustee, on behalf of the Trust, a first priority perfected security interest in all of the Depositor's right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that the Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect Loans and the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such period, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s failure to record such Assignment of MortgageRelated Documents, and provided, further, that no Seller this Agreement shall be obligated to repurchase or cure any Mortgage Loan solely as constitute a result of the Trustee’s failure to record such Assignment of Mortgage. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant heretosecurity agreement under applicable law.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt of shall, or pursuant to the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting Custodial Agreement, the Trustee Mortgage Files, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or shall require the Custodian agrees to to, execute and deliver on the Closing Date to the Depositor, the Master Servicer, each the Seller, each Servicer the Servicer, the Trustee and the Trust Administrator a Trust Receipt and Initial Certification with respect to the Mortgage Loans substantially in the form annexed hereto as Exhibit K. Based J. Such Trust Receipt and Initial Certification shall require the Custodian, based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges to acknowledge that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian shall not be under no duty or obligation required to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not The Trustee shall, or pursuant to the Custodial Agreement, the Trustee shall require the Custodian to, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller and Servicer the Seller, the Servicer, the Trustee and the Trust Administrator a Trust Receipt and Final Certification with respect to the Mortgage Loans, in the form annexed hereto as Exhibit LK, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from the Custodian, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such its review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01to be missing or incomplete, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final Certification; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of Certificateholders in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the TrusteeServicer’s failure to record such Assignment of Mortgage, and provided, further, that no the Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the TrusteeServicer’s failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall direct the Custodian to deliver written notice to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which the Custodian has been notified that there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the TrusteeCustodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. L. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M L hereto, the Trustee or shall cause the Custodian shall to release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the preceding paragraph 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.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K I and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage Files, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it its Custodian will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, Seller and each Servicer and the Trust Administrator a Trust Receipt and an Initial Certification in the form annexed hereto as Exhibit K. I with any applicable exception noted on an attachment thereto. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller and each Servicer and the Trust Administrator a Trust Receipt and Final Certification in the form annexed hereto as Exhibit LJ, with any applicable exceptions noted thereonon an attachment thereto. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall list such as an exception in on an attachment to the Trust Receipt and Final Certification; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Each Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such period, the related such Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related such Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a such Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s 's failure to record such Assignment of Mortgage, and provided, further, that no such Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s 's failure to record such Assignment of Mortgage. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage LoanMortgage. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. K. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month date of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M K hereto, the Trustee or the Custodian shall release the related Mortgage File to the related such Seller and shall execute and deliver at such entity’s 's request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s 's interest in any Mortgage Loan released pursuant hereto.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt by the Custodian of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K G and declares that it holds the Custodian on its behalf hold and will hold such documents and the other documents delivered to it the Custodian constituting the Trustee Mortgage Files, and that it or the Custodian holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession through the Custodian of the Mortgage Notes in the State of Illinois Texas or the State of TexasIllinois, as directed by the Seller, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer the Trustee and the Trust Administrator a Trust Receipt and Servicers an Initial Certification in the form annexed hereto as Exhibit K. G. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges will acknowledge that such documents appear regular on their face and relate to such Mortgage Loan. The Neither the Trustee or nor the Custodian shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the Closing Date, the Trustee or the Custodian shall is required to deliver to the Depositor, the Master ServicerSeller, each Seller and Servicer the Trustee and the Trust Administrator Servicers a Trust Receipt and Final Certification in the form annexed hereto as Exhibit LH, with any applicable exceptions noted thereon. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall will list such as an exception in the Trust Receipt and Final Certification; provided, however, that neither the Trustee or nor the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 120 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such period, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee or the Custodian within 90 120 days from the date the related Seller was notified of such defect in writing at the Purchase Repurchase Price of such Mortgage Loan; provided, however, that in no event shall such substitution or such longer period not to exceed 720 repurchase occur more than 540 days from the Closing Date Date, except that if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office, then such substitution or repurchase shall occur within 720 days from the Closing Date; and further provided, however, that a the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s 's failure to record such Assignment of Mortgage, and provided, further, that no the Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s 's failure to record such Assignment of Mortgage. The Trustee shall deliver written notice to each Rating Agency within 270 360 days from the Closing Date indicating each Mortgage Loan (a) for the Assignment of Mortgage which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the Assignment of Mortgage for the related Mortgage Loan is returned to the TrusteeTrustee or the dispute as to location or status has been resolved. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Repurchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s 's request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s 's interest in any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if the Seller is not a member of MERS and repurchases a Mortgage Loan which is registered on the MERS(R) System, the Seller, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations. It is understood and agreed that the obligation of the Seller to cure, substitute for or to repurchase any Mortgage Loan which does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting such defect available to the Trustee, the Depositor and any Certificateholder against the Seller. The Trustee shall pay to the Custodian from time to time reasonable compensation for all services rendered by it hereunder or under the Custodial Agreement, and the Trustee shall pay or reimburse the Custodian upon its request for all reasonable expenses, disbursements and advances incurred or made by the Custodian in accordance with any of the provisions of this Agreement or the Custodial Agreement, except any such expense, disbursement or advance as may arise from its negligence or bad faith.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K I and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage Files, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or Texas, with respect to the Group II Mortgage Loans, and the State of TexasMassachusetts, with respect to Group I Mortgage Loans, Group III Mortgage Loans and Group IV Mortgage Loans, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Seller and Servicer and the Trust Administrator a Trust Receipt and an Initial Certification in the form annexed hereto as Exhibit K. I. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller and Servicer and the Trust Administrator a Trust Receipt and Final Certification in the form annexed hereto as Exhibit LJ, with any applicable exceptions noted thereon. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final Certification; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related such Seller does not correct or cure such defect within such period, the related such Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related such Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s 's failure to record such Assignment of Mortgage, and provided, further, that no Seller shall be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s 's failure to record such Assignment of Mortgage. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. K. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related applicable Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M K hereto, the Trustee or the Custodian shall release the related Mortgage File to the related such Seller and shall execute and deliver at such entity’s 's request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s 's interest in any Mortgage Loan released pursuant hereto.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt Pursuant to Section 4 of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage FilesJPMorgan Custodial Agreement, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession Section 4 of the Mortgage Notes in LaSalle Custodial Agreement and Section 3 of the State of Illinois or the State of TexasU.S. Bank Custodial Agreement, unless otherwise permitted by the Rating Agencies. The Trustee or the each Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer Servicer, the Trustee and the Trust Administrator a Trust Receipt and Initial Certification with respect to the Initial Mortgage Loans in the form annexed hereto as Exhibit K. H. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges that such documents appear regular on their face and relate to such Initial Mortgage Loan. The Trustee or the Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not Pursuant to Section 6 of the JPMorgan Custodial Agreement, Section 6 of the LaSalle Custodial Agreement and Section 5 of the U.S. Bank Custodial Agreement, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller and Servicer Servicer, the Trustee and the Trust Administrator a Trust Receipt and Final Certification with respect to the Initial Mortgage Loans in the form annexed hereto as Exhibit LI, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from each Custodian, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final CertificationCertification pursuant to Section 6 of the JPMorgan Custodial Agreement, Section 6 of the LaSalle Custodial Agreement and Section 5 of the U.S. Bank Custodial Agreement; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such period, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the TrusteeCustodian’s failure to record such Assignment of Mortgage, and provided, further, that no Seller shall be obligated to repurchase or cure any Mortgage Loan solely as a result of the TrusteeCustodian’s failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall direct each Custodian to deliver written notice to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the TrusteeCustodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. J. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M J hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the preceding paragraph the related Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall, at the related 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 related 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 related Seller as the beneficial holder of such Mortgage Loan. The Custodian shall execute and deliver prior to 10:00 a.m. (New York time) on each Subsequent Transfer Date to the Depositor, WMMSC, the Trustee and the Trust Administrator a Subsequent Certification in the form annexed hereto as Exhibit H. Based on its review and examination, and only as to the documents identified in such Subsequent Certification, the Custodian shall acknowledge that such documents appear regular on their face and relate to such Subsequent Mortgage Loan. Neither the Trustee nor the Custodian 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 in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the end of the Prefunding Period, the Custodian shall deliver to the Depositor, WMMSC, the Trustee and the Trust Administrator a Final Certification with respect to the Subsequent Mortgage Loans in the form annexed hereto as Exhibit I with any applicable exceptions noted thereon. If, in the course of such review of the Mortgage Files relating to the Subsequent Mortgage Loans, the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Custodian shall list such as an exception in the Final Certification; provided, however that the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall cure any such defect or repurchase or substitute for any such Mortgage Loan in accordance with this Section 2.02(a).

Acceptance by the Trustee. (a) The Trustee acknowledges receipt by the Custodian of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K G and declares that it the Custodian on its behalf holds and will hold such documents and the other documents delivered to it the Custodian constituting the Trustee Mortgage Files, and that it or the Custodian holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession through the Custodian of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer the Trustee and the Trust Administrator a Trust Receipt and Servicers an Initial Certification in the form annexed hereto as Exhibit K. G. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges will acknowledge that such documents appear regular on their face and relate to such Mortgage Loan. The Neither the Trustee or nor the Custodian shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the Closing Date, the Trustee or the Custodian shall is required to deliver to the Depositor, the Master ServicerSeller, each Seller and Servicer the Trustee and the Trust Administrator Servicers a Trust Receipt and Final Certification in the form annexed hereto as Exhibit LH, with any applicable exceptions noted thereon. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall will list such as an exception in the Trust Receipt and Final Certification; provided, however, that neither the Trustee or nor the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such period, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Repurchase Price of such Mortgage Loan; provided, however, that in no event shall such substitution or such longer period not to exceed 720 repurchase occur more than 540 days from the Closing Date Date, except that if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office, then such substitution or repurchase shall occur within 720 days from the Closing Date; and further provided, however, that a the Seller shall have no liability for recording any 57 Assignment of Mortgage in favor of the Trustee or for the Trustee’s 's failure to record such Assignment of Mortgage, and provided, further, that no the Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s 's failure to record such Assignment of Mortgage. The Trustee shall deliver written notice to each Rating Agency within 270 360 days from the Closing Date indicating each Mortgage Loan (a) for the Assignment of Mortgage which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the Assignment of Mortgage for the related Mortgage Loan is returned to the TrusteeTrustee or the dispute as to location or status has been resolved. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Repurchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s 's request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s 's interest in any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if the Seller is not a member of MERS and repurchases a Mortgage Loan which is registered on the MERS(R) System, the Seller, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations. It is understood and agreed that the obligation of the Seller to cure, substitute for or to repurchase any Mortgage Loan which does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting such defect available to the Trustee, the Depositor and any Certificateholder against the Seller. The Trustee shall pay to the Custodian from time to time reasonable compensation for all services rendered by it hereunder or under the Custodial Agreement, and the Trustee shall pay or reimburse the Custodian upon its request for all reasonable expenses, disbursements and advances incurred or made by the Custodian in accordance with any of the provisions of this Agreement or the Custodial Agreement, except any such expense, disbursement or advance as may arise from its negligence or bad faith.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt or Custodian of the documents identified in Mortgage Loans. Subject to the Trust Receipt and Initial Certification in provisions of the form annexed hereto as Exhibit K and following paragraph, the Trustee declares that it holds and it, or a Custodian as its agent, will hold such the documents referred to in Section 2.01 and the other documents delivered to it or a Custodian as its agent, as the case may be, constituting the Trustee Mortgage Files, and that it holds or will hold such other assets as are included in the Trust FundEstate delivered to it, in trust for the exclusive use and benefit of all present and future Certificateholders. The Upon execution and delivery of this document, the Trustee acknowledges that it will maintain possession shall deliver or cause a Custodian to deliver to the Depositor and the Master Servicer a certification in the form attached hereto as Exhibit K (the "Initial Certification") to the effect that, except as may be specified in a list of exceptions attached thereto, such Person has received the original Mortgage Note relating to each of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver Loans listed on the Closing Date Mortgage Loan Schedule. Within 90 days after the execution and delivery of this Agreement, the Trustee shall review, or cause a Custodian, on behalf of the Trustee, to review, the Mortgage Files in such Person's possession, and shall deliver to the Depositor, Depositor and the Master Servicer, each Seller, each Servicer and the Trust Administrator a Trust Receipt and Initial Certification certification in the form annexed attached hereto as Exhibit K. Based on its review and examinationL (the "Final Certification") to the effect that, and only as to each Mortgage Loan listed in the documents identified Mortgage Loan Schedule, except as may be specified in a list of exceptions attached to such Trust Receipt and Initial Final Certification, such Mortgage File contains all of the items required to be delivered pursuant to Section 2.01(b). In performing any such review, the Trustee or a Custodian, as the Custodian acknowledges that case may be, may conclusively rely on the purported genuineness of any such documents appear regular on their face document and relate to such Mortgage Loan. The Trustee or the Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller and Servicer and the Trust Administrator a Trust Receipt and Final Certification in the form annexed hereto as Exhibit L, with any applicable exceptions noted signature thereon. If, in the course of such review, the Trustee or the a Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.012.01 or is omitted from such Mortgage File or if the Depositor, the Trustee Master Servicer, the Trustee, a Custodian or the Custodian shall list such as an exception in the Trust Receipt and Final Certification; provided, however, that the Trustee Securities Administrator discovers a breach by a Servicer or the Custodian shall not make Seller of any determination as to whether (i) representation, warranty or covenant under the Servicing Agreements or the Mortgage Loan Purchase Agreement in respect of any endorsement is sufficient to transfer all right, title Mortgage Loan and such breach materially adversely affects the interest of the Certificateholders in the related Mortgage Loan (provided that any such breach that causes the Mortgage Loan not to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code shall be deemed to materially and adversely affect the interests of the Certificateholders), then such party shall promptly so endorsingnotify the Master Servicer, the Seller, such Servicer and the Depositor of such failure to meet the requirements of Section 2.01 or of such breach and request that the applicable Servicer or the Seller, as noteholder or assignee thereofapplicable, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct deliver such missing documentation or cure such defect or breach within 90 days from of its discovery or its receipt of notice of any such failure to meet the date it was so notified requirements of Section 2.01 or of such defect andbreach. If the Seller or the applicable Servicer, if the related Seller as applicable, does not correct deliver such missing document or cure such defect within or breach in all material respects during such period, the related Seller Trustee shall enforce the applicable Servicer's or Seller's obligation, as the case may be, under the applicable Servicing Agreement or the Mortgage Loan Purchase Agreement, as applicable, and cause the applicable Servicer or Seller, as applicable, to either (a) other than in the case of RFC, PHH and Washington Mutual, substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, below or (b) purchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing Trust at the Purchase Price of for such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that in no event shall such a Seller shall have no liability for recording any Assignment of Mortgage in favor of substitution occur more than two years from the Trustee or for the Trustee’s failure to record such Assignment of Mortgage, and Closing Date; provided, further, that such substitution or repurchase must occur within 90 days of when such defect was discovered if such defect will cause the Mortgage Loan not to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code. Notwithstanding any contrary provision of this Agreement, no Seller substitution pursuant to this Section 2.02 shall be obligated made more than 90 days after the Closing Date unless the Depositor delivers to repurchase the Securities Administrator an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee, the Securities Administrator or cure the Trust Estate, addressed to the Trustee and the Securities Administrator, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on any REMIC created hereunder or contributions after the Start-up Day, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding. It is understood that the scope of the Trustee's review (or a Custodian's review on its behalf) of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.01 have been received and further confirming that any and all documents delivered pursuant to Section 2.01 appear on their face to have been executed and relate to the applicable Mortgage Loans identified in the related Mortgage Loan Schedule based solely upon the review of items (i) and (xi) in the definition of Mortgage Loan Schedule. Neither the Trustee nor any Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form, whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. In the event of a discovery of a breach of any representation or warranty of a related Servicer or the Seller, the Trustee shall enforce the rights of the Trust under the Servicing Agreements and the Mortgage Loan Purchase Agreement for the benefit of the Certificateholders. In the event of a breach of the representations or warranties with respect to the Mortgage Loans set forth in a Servicing Agreement, the Trustee shall enforce the right of the Trust to be indemnified for such breach of representation or warranty. In addition, if a breach of a representation with respect to a Mortgage Loan set forth in clauses (k) or (o) of paragraph 3 of the Mortgage Loan Purchase Agreement occurs as a result of a violation of an applicable predatory or abusive lending law, the Trustee shall enforce the right of the Trust to reimbursement by the Seller for all costs or damages incurred by the Trust as a result of the Trustee’s failure to record violation of such Assignment law (such amount, the "Reimbursement Amount"), but in the case of Mortgage. The Trustee shall deliver written notice to each Rating Agency within 270 days from a breach of a representation set forth in clauses (k) or (o) of paragraph 3 of the Closing Date indicating each Mortgage Loan Purchase Agreement, only to the extent the applicable Servicer does not so reimburse the Trust. It is understood and agreed that, except for any indemnification provided in the Servicing Agreements and the payment of any Reimbursement Amount, the obligation of a Servicer or the Seller to cure or to repurchase (aor, other than in the case of RFC, PHH and Washington Mutual, to substitute for) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) any Mortgage Loan as to which there a document is missing, a dispute material defect in a constituent document exists or as to location which such a breach has occurred and is continuing shall constitute the sole remedy against a Servicer or status the Seller in respect of such omission, defect or breach available to the Trustee on behalf of the Certificateholders. With respect to the representations and warranties relating to the Mortgage Loan. Such notice shall be delivered every 90 days thereafter until Loans set forth in the Mortgage Loan Purchase Agreement that are made to the best of the Seller's knowledge or as to which the Seller had no knowledge, if it is discovered by the Depositor, the Master Servicer or the Trustee that the substance of such representation or warranty is inaccurate and such inaccuracy materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan is returned then, notwithstanding the Seller's lack of knowledge with respect to the Trusteesubstance of such representation or warranty being inaccurate at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior It is understood and agreed that the representations and warranties relating to the Mortgage Loans set forth in the Mortgage Loan Purchase Agreement shall survive delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery Mortgage Files to the Trustee or a Custodian on the Trust Administrator Trustee's behalf and shall inure to the benefit of the Certificateholders notwithstanding any restrictive or qualified endorsement or assignment. It is understood and agreed that the obligations of the Seller set forth in this Section 2.02 to cure, substitute for or repurchase a Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement constitute the sole remedies available to the Certificateholders and to the Trustee on their behalf respecting a breach of the representations and warranties contained in the Mortgage Loan Purchase Agreement. The representations and warranties of each Servicer with respect to the applicable Mortgage Loans in the related Servicing Agreement, which have been assigned to the Trustee hereunder, were made as of the date specified in such Servicing Agreement. To the extent that any fact, condition or event with respect to a Mortgage Loan constitutes a breach of both (i) a representation or warranty of a Request for Release substantially Servicer under the related Servicing Agreement and (ii) a representation or warranty of the Seller under the Mortgage Loan Purchase Agreement, the only right or remedy of the Trustee or of any Certificateholder shall be the Trustee's right to enforce the obligations of the applicable Servicer under any applicable representation or warranty made by it. The Trustee acknowledges that the Seller shall have no obligation or liability with respect to any breach of a representation or warranty made by it with respect to the Mortgage Loans if the fact, condition or event constituting such breach also constitutes a breach of a representation or warranty made by the applicable Servicer in the form applicable Servicing Agreement, without regard to whether such Servicer fulfills its contractual obligations in respect of Exhibit M. such representation or warranty. The Trustee further acknowledges that the Depositor shall have no obligation or liability with respect to any breach of any representation or warranty with respect to the Mortgage Loans (except as set forth in Section 2.04) under any circumstances. With respect to each Substitute Mortgage Loan the Seller shall deliver to the Trustee (or a Custodian on behalf of the Trustee), for the benefit of the Certificateholders, the Mortgage Note, the Mortgage, the related Assignment of Mortgage (except for any Mortgage which has been recorded in the name of MERS or its designee), and such other documents and agreements as are otherwise required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for Monthly Payments due with respect to any such Substitute Mortgage Loan in the month of substitution shall not be part of the Trust Estate. For the month of substitution, distributions to Certificateholders will include the Monthly Payment due for such month on any Defective Mortgage Loan for which the Seller or a Servicer (other than RFC, PHH and Washington Mutual) has substituted a Substitute Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of each Mortgage Loan that has become a Defective Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and the Master Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator, the Trustee and any Custodian. Upon such substitution of a Mortgage Loan by the Seller or a Servicer (other than RFC, PHH and Washington Mutual), each Substitute Mortgage Loan shall be deposited subject to the terms of this Agreement in all respects, the Seller shall be deemed to have made to the Trustee with respect to such Substitute Mortgage Loan, as of the date of substitution, the representations and warranties made pursuant to paragraph 4 of the Mortgage Loan Purchase Agreement and the applicable Servicer shall be deemed to have made to the Trustee with respect to such Substitute Mortgage Loan, as of the date of substitution, the mortgage loan representations and warranties made pursuant to the applicable Servicing Agreement. Upon any such substitution and the deposit to the Master Servicer Custodial Account of any required Substitution Adjustment Amount (as described in the next paragraph) and receipt by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month Trustee of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M heretoa Request for Release, the Trustee shall release, or shall direct a Custodian to release, the Custodian shall release the related Mortgage File relating to the related Seller such Defective Mortgage Loan to applicable Person and shall execute and deliver at such entity’s request Person's direction such instruments of transfer or assignment prepared by such entityPerson, in each case without recourse, as shall be necessary to vest title in such entity, Person or a designee, its designee to the Trustee’s 's interest in any Defective Mortgage Loan released substituted for pursuant heretoto this Section 2.02. For any month in which Seller or a Servicer (other than RFC, PHH and Washington Mutual) substitutes one or more Substitute Mortgage Loans for one or more Defective Mortgage Loans, the amount (if any) by which the aggregate principal balance of all such Substitute Mortgage Loans substituted by such Person in a Loan Group as of the date of substitution is less than the aggregate Stated Principal Balance of all such Defective Mortgage Loans in a Loan Group substituted by such Person (after application of the principal portion of the Monthly Payments due in the month of substitution) (the "Substitution Adjustment Amount" for such Loan Group) plus an amount equal to the aggregate of any unreimbursed Advances with respect to such Defective Mortgage Loans shall be remitted by such Person to the Master Servicer for deposit to the Master Servicer Custodial Account on or before the 18th day of the month succeeding the calendar month during which the related Mortgage Loan is required to be purchased or replaced hereunder. The Trustee shall retain or shall cause a Custodian to retain, as applicable, possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall cause to be promptly delivered to the Trustee or a Custodian on behalf of the Trustee, as the case may be, upon the execution or, in the case of documents requiring recording, receipt thereof, the originals of such other documents or instruments constituting the Mortgage File as come into the Master Servicer's possession from time to time. The Trustee or a Custodian, on behalf of the Trustee, shall be under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face or (ii) to determine whether any Mortgage File should include any of the documents specified in Section 2.01(b)(iv), (vi), (vii), (viii) and (ix). In connection with making the certifications required hereunder, to the extent a title search or opinion of counsel has been provided in lieu of a title policy for any Mortgage Loan, the Trustee or a Custodian on its behalf, as applicable, shall only be responsible for confirming that a title search or opinion of counsel has been provided for such Mortgage Loan.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt by itself or the Custodian of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K G and declares that it holds or the Custodian on its behalf hold and will hold such documents and the other documents delivered to it or the Custodian, respectively, constituting the Trustee Mortgage Files, and that it or the Custodian holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it or the Custodian will maintain possession of the Mortgage Notes in the State of Illinois or the State of TexasMinnesota, as directed by the Seller, unless otherwise permitted by the Rating Agencies. The Trustee or Custodian is required under the Custodian agrees Custodial Agreement to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer the Trustee and the Trust Administrator a Trust Receipt and Servicer an Initial Certification in the form annexed hereto as Exhibit K. G with respect to the Mortgage Loans delivered to such Custodian. The Trustee shall deliver on the Closing Date to the Depositor, the Seller, the Trustee and the Servicer an Initial Certification in the form annexed hereto as Exhibit G with respect to the Mortgage Loans delivered to the Trustee. Based on its respective review and examination, and only as to the documents identified in such Trust Receipt and related Initial Certification, pursuant to the Trustee or Custodial Agreement, the Custodian acknowledges will acknowledge that such documents delivered to it appear regular on their face and relate to such Mortgage Loan and pursuant to this Agreement the Trustee will acknowledge that such documents delivered to it appear regular on their face and relate to such Mortgage Loan. The Neither the Trustee or nor the Custodian shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the Closing Date, the Trustee or and the Custodian shall are each required to deliver to the Depositor, the Master ServicerSeller, each Seller and Servicer the Trustee and the Trust Administrator Servicer a Trust Receipt and Final Certification with respect to the Mortgage Loans delivered to it in the form annexed hereto as Exhibit LH, with any applicable exceptions noted thereon. If, in the course of such review, the Trustee or the Custodian Custodian, as applicable, finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or or, pursuant to the Custodian shall Custodial Agreement, the Custodian, will list such as an exception in the Trust Receipt and Final Certification; provided, however, that neither the Trustee or nor the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 120 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee or the Custodian within 90 120 days from the date the related Seller was notified of such defect in writing at the Purchase Repurchase Price of such Mortgage Loan; provided, however, that in no event shall such substitution or such longer period not to exceed 720 repurchase occur more than 540 days from the Closing Date Date, except that if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office, then such substitution or repurchase shall occur within 720 days from the Closing Date; and further provided, however, that a the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s failure to record such Assignment of Mortgage, and provided, further, that no the Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s failure to record such Assignment of Mortgage. The Trustee Trustee, or the related Custodian on its behalf, shall deliver written notice to each Rating Agency within 270 360 days from the Closing Date indicating each Mortgage Loan (a) for the Assignment of Mortgage which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the Assignment of Mortgage for the related Mortgage Loan is returned to the TrusteeTrustee or the dispute as to location or status has been resolved. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or Trustee, from the Trust Administrator Servicer, of a Request for Release substantially in the form of Exhibit M. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Repurchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon repurchase. Upon receipt of such deposit and the Servicer shall deliver a certification with respect thereto in the form of Exhibit M heretohereto to the Trustee, with a copy to the Trustee Custodian. The Trustee, or the Custodian on behalf of the Trustee, shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if the Seller is not a member of MERS and repurchases a Mortgage Loan which is registered on the MERS® System, the Seller, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS® System in accordance with MERS’ rules and regulations. With respect to any Mortgage Loan that is in default or default is reasonably foreseeable for which the Seller reasonably believes breaches a representation, warranty or covenant under a Mortgage Loan Purchase Agreement pursuant to which the Seller purchased from the Originator or prior holder of such Mortgage Loan, the Seller shall have the right to repurchase such Mortgage Loan from the Trust at any time in order to facilitate its rights against such Originator or prior holder of such Mortgage Loan at a price equal to the Repurchase Price; provided, however, that in no event shall such repurchase take place with respect to Mortgage Loans constituting more than 5% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans plus amounts in deposit in the Pre-Funding Account as of the Closing Date. Any such repurchase by the Seller pursuant to this provision shall be effected in accordance with the provisions of Section 2.03(f). In the event that the Seller exercises such option, the Repurchase Price therefore shall be deposited in the Certificate Account. Upon such deposit of the Repurchase Price, the Servicer shall deliver a Request for Release in the form of Exhibit M hereto to the Trustee, with copies to the applicable Custodian. The applicable Custodian shall release the related Mortgage File held for the benefit of the Certificateholders to the Seller, and the Trustee shall execute and deliver at the Seller’s discretion such instruments of transfer or assignment prepared by the Seller, in each case without recourse, as shall be necessary to transfer title from the Trustee to the Seller. Pursuant to the related Custodial Agreement, the related Custodian is required to execute and deliver on the Subsequent Transfer Date to the Depositor, the Seller, the Trustee and the Servicer an Initial Certification in the form annexed hereto as Exhibit G. Based on its review and examination, and only as to the documents identified in such Initial Certification, the related Custodian shall acknowledge that such documents appear regular on their face and relate to such Subsequent Mortgage Loan. Neither the Trustee nor the related Custodian shall be under a duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Pursuant to the related Custodial Agreement, not later than 90 days after the end of the Pre-Funding Period, the related Custodian is required to deliver to the Depositor, the Seller, the Trustee and the Servicer a Final Certification with respect to the Subsequent Mortgage Loans in the form annexed hereto as Exhibit H with any applicable exceptions noted thereon. If, in the course of such review of the Mortgage Files relating to the Subsequent Mortgage Loans, the related Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, pursuant to the Custodial Agreement, the Custodian will be required to list such as an exception in the Final Certification; provided, however that neither the Trustee nor the Custodian shall make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall cure any such defect or repurchase or substitute for any such Mortgage Loan in accordance with Section 2.02(a). Pursuant to the Custodial Agreement, if the Custodian discovers any defect with respect to any Mortgage File, the Custodian shall give written specification of such defect to the Trustee and the Seller. The Seller shall be responsible for completing or correcting any missing, incomplete or inconsistent documents. It is understood and agreed that the obligation of the Seller to cure, substitute for or to repurchase any Mortgage Loan which does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting such defect available to the Trustee, the Depositor and any Certificateholder against the Seller. The Trustee shall pay to the Custodian from time to time reasonable compensation for all services rendered by it hereunder or under the Custodial Agreement, and the Trustee shall pay or reimburse the Custodian upon its request for all reasonable expenses, disbursements and advances incurred or made by the Custodian in accordance with any of the provisions of this Agreement or the Custodial Agreement, except any such expense, disbursement or advance as may arise from its negligence or bad faith.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K I and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage Files, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it its Custodian will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Seller and Servicer and the Trust Administrator a Trust Receipt and an Initial Certification in the form annexed hereto as Exhibit K. I with any applicable exception noted on an attachment thereto. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller and Servicer and the Trust Administrator a Trust Receipt and Final Certification in the form annexed hereto as Exhibit LJ, with any applicable exceptions noted thereonon an attachment thereto. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall list such as an exception in on an attachment to the Trust Receipt and Final Certification; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related such Seller does not correct or cure such defect within such period, the related such Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related such Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s 's failure to record such Assignment of Mortgage, and provided, further, that no Seller shall be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s 's failure to record such Assignment of Mortgage. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage LoanMortgage. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. K. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related applicable Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month date of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M K hereto, the Trustee or the Custodian shall release the related Mortgage File to the related such Seller and shall execute and deliver at such entity’s 's request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s 's interest in any Mortgage Loan released pursuant hereto.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt Pursuant to Section 4 of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage FilesLaSalle Custodial Agreement, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer Trustee and the Trust Administrator a Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K. G. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not Pursuant to Section 6 of the LaSalle Custodial Agreement, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller and Servicer Trustee and the Trust Administrator a Trust Receipt and Final Certification in the form annexed hereto as Exhibit LH, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from the Custodian, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final CertificationCertification pursuant to Section 6 of the LaSalle Custodial Agreement; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of Certificateholders in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date that the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording officeoffice or title insurer, as applicable; provided, however, that a the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the TrusteeCustodian’s failure to record such Assignment of Mortgage, and provided, further, that no Seller shall be obligated to repurchase or cure any Mortgage Loan solely as a result of the TrusteeCustodian’s failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall deliver written notice or direct the Custodian to deliver to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto.Mortgage

Acceptance by the Trustee. (a) The Trustee acknowledges receipt by the Custodian of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K G and declares that it holds the Custodian on its behalf hold and will hold such documents and the other documents delivered to it the Custodian constituting the Trustee Mortgage Files, and that it or the Custodian holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession through the Custodian of the Mortgage Notes in the State of Illinois Texas or the State of TexasIllinois, as directed by the Seller, unless otherwise permitted by the Rating Agencies. The Trustee or Custodian is required under the Custodian agrees Custodial Agreement to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer the Trustee and the Trust Administrator a Trust Receipt and Servicer an Initial Certification in the form annexed hereto as Exhibit K. G. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, pursuant to the Trustee or Custodial Agreement, the Custodian acknowledges will acknowledge that such documents appear regular on their face and relate to such Mortgage Loan. The Neither the Trustee or nor the Custodian shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the Closing Date, the Trustee or the Custodian shall is required to deliver to the Depositor, the Master ServicerSeller, each Seller and Servicer the Trustee and the Trust Administrator Servicer a Trust Receipt and Final Certification in the form annexed hereto as Exhibit LH, with any applicable exceptions noted thereon. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, pursuant to the Trustee or Custodial Agreement, the Custodian shall will list such as an exception in the Trust Receipt and Final Certification; provided, however, that neither the Trustee or nor the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 120 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee or the Custodian within 90 120 days from the date the related Seller was notified of such defect in writing at the Purchase Repurchase Price of such Mortgage Loan; provided, however, that in no event shall such substitution or such longer period not to exceed 720 repurchase occur more than 540 days from the Closing Date Date, except that if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office, then such substitution or repurchase shall occur within 720 days from the Closing Date; and further provided, however, that a the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s 's failure to record such Assignment of Mortgage, and provided, further, that no the Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s 's failure to record such Assignment of Mortgage. The Trustee shall deliver written notice to each Rating Agency within 270 360 days from the Closing Date indicating each Mortgage Loan (a) for the Assignment of Mortgage which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the Assignment of Mortgage for the related Mortgage Loan is returned to the TrusteeTrustee or the dispute as to location or status has been resolved. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Repurchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s 's request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s 's interest in any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if the Seller is not a member of MERS and repurchases a Mortgage Loan which is registered on the MERS(R) System, the Seller, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations. It is understood and agreed that the obligation of the Seller to cure, substitute for or to repurchase any Mortgage Loan which does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting such defect available to the Trustee, the Depositor and any Certificateholder against the Seller. The Trustee shall pay to the Custodian from time to time reasonable compensation for all services rendered by it hereunder or under the Custodial Agreement, and the Trustee shall pay or reimburse the Custodian upon its request for all reasonable expenses, disbursements and advances incurred or made by the Custodian in accordance with any of the provisions of this Agreement or the Custodial Agreement, except any such expense, disbursement or advance as may arise from its negligence or bad faith.

Acceptance by the Trustee. (a) The Trustee acknowledges the receipt by the Custodian on its behalf, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, the documents identified referred to in Section 2.01 above and all other assets included in the definition of “Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K Fund” and declares that it the Custodian on behalf of the Trust holds and will hold such documents and the other documents delivered to it constituting a Mortgage File pursuant to the Trustee Mortgage FilesCustodial Agreement, and that it the Custodian on behalf of the Trust holds or will hold all such assets and such other assets as are included in the definition of “Trust Fund, ” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or agrees to cause the Custodian agrees pursuant to the Custodial Agreement to execute and deliver to the Depositor on or prior to the Closing Date to an acknowledgment of receipt of the Depositororiginal Mortgage Note (with any exceptions noted), the Master Servicer, each Seller, each Servicer and the Trust Administrator a Trust Receipt and Initial Certification substantially in the form annexed attached as Exhibit F-3 hereto. The Trustee agrees, for the benefit of the Certificateholders, to review (or cause the Custodian to review pursuant to the Custodial Agreement) each Mortgage File within 60 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 60 days of receipt and with respect to any Qualified Substitute Mortgage, within 60 days after the assignment thereof) and to certify (or cause the Custodian to certify) in substantially the form attached hereto as Exhibit K. Based on its review and examinationF-1 that, and only as to each Mortgage Loan listed in the documents 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 being covered by such Trust Receipt and Initial Certificationcertification), the Trustee or the Custodian acknowledges that (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents appear regular on their face have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (1), (2), (3), (5), (13) and (22) (but only as to whether the Mortgage Loan has a Prepayment Charge) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File, (iv) all Assignments of Mortgage or intervening assignments of mortgage, as applicable, have been submitted for recording and (v) each Mortgage Note has been endorsed as provided in Section 2.01(i) of this Agreement and each Mortgage has been assigned in accordance with Section 2.01(iii) of this Agreement. The Trustee or It is herein acknowledged that, in conducting such review, the Custodian shall be is under no duty or obligation to inspect, review or examine said any such documents, instruments, certificates or other papers to determine that the same they are genuine, enforceable enforceable, or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after Prior to the Closing Date, first anniversary date of this Agreement the Trustee shall deliver (or cause the Custodian shall deliver to deliver) to the Depositor, the Master Servicer, each Seller and Servicer Depositor and the Trust Administrator Servicer a Trust Receipt and Final Certification final certification in the form annexed hereto as Exhibit LF-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, If in the course process of such reviewreviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee (or the Custodian Custodian, as applicable) finds any document or documents constituting a part of a Mortgage File which does not meet to be missing or defective in any material respect, at the requirements conclusion of Section 2.01its review the Trustee, upon its notification by the Custodian, if applicable, shall so notify the Sponsor, the Depositor, the Trustee and the Servicer. In addition, upon the discovery by the Sponsor, Depositor, the Trustee or the Custodian shall list Servicer (or upon receipt by the Trustee of written notification of such as an exception breach) of a breach of any of the representations and warranties made by the Sponsor in the Trust Receipt related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Depositor and Final Certification; provided, however, the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans and the Related Documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee and that such property not be part of the Depositor’s estate or property of the Custodian 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 not make any determination as be deemed to whether (i) any endorsement is sufficient have granted and does hereby grant to transfer the Trustee, on behalf of the Trust, a first priority perfected security interest in all of the Depositor’s right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that the Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect Loans and the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such period, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s failure to record such Assignment of MortgageRelated Documents, and provided, further, that no Seller this Agreement shall be obligated to repurchase or cure any Mortgage Loan solely as constitute a result of the Trustee’s failure to record such Assignment of Mortgage. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant heretosecurity agreement under applicable law.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt Pursuant to Section 4 of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage FilesLaSalle Custodial Agreement, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer Trustee and the Trust Administrator a Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K. I-1. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges that such documents appear regular on their face and relate to such Initial Mortgage Loan. The Trustee or the Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not Pursuant to Section 6 of the LaSalle Custodial Agreement, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller and Servicer Trustee and the Trust Administrator a Trust Receipt and Final Certification in the form annexed hereto as Exhibit LJ, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from the Custodian, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final CertificationCertification pursuant to Section 6 of the LaSalle Custodial Agreement; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related With respect to each Mortgage Loan for which it is the Seller, each Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related such Seller does not correct or cure such defect within such period, period and such defect materially and adversely affects the interests of Certificateholders in the related Mortgage Loan, such Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date that the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording officeoffice or title insurer, as applicable; provided, however, that a Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s Custodian's failure to record such Assignment of Mortgage, and provided, further, that no Seller shall be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s Custodian's failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall deliver written notice or direct the Custodian to deliver to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the TrusteeCustodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. K. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate related Collection Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of during which such Seller became obligated hereunder to repurchase or replace such Mortgage Loan and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M K hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s 's request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s 's interest in any Mortgage Loan released pursuant hereto. If pursuant to the preceding paragraph the related Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall, at the related 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 related 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 related Seller as the beneficial holder of such Mortgage Loan. The Custodian shall execute and deliver prior to 10:00 a.m. (New York time) on each Subsequent Transfer Date to the Depositor, the Trust Administrator and each Servicer a Subsequent Certification in the form annexed hereto as Exhibit I-2. Based on its review and examination, and only as to the documents identified in such Subsequent Certification, the Custodian shall acknowledge that such documents appear regular on their face and relate to such Subsequent Mortgage Loan. None of the Trustee, the Trust Administrator or the Custodian 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 in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the end of the Prefunding Period, the Custodian shall deliver to the Depositor, the Trust Administrator, the Sellers and each Servicer a Final Certification with respect to the Subsequent Mortgage Loans in the form annexed hereto as Exhibit J with any applicable exceptions noted thereon. If, in the course of such review of the Mortgage Files relating to the Subsequent Mortgage Loans, the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Custodian shall list such as an exception in the Final Certification; provided, however that the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall cure any such defect or repurchase or substitute for any such Mortgage Loan in accordance with this Section 2.02(a).

Acceptance by the Trustee. (a) The Trustee acknowledges receipt Pursuant to Section 4 of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage FilesCustodial Agreement, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Sellerthe Sellers, each Servicer Servicer, the Trustee and the Trust Administrator a Trust Receipt and Initial Certification with respect to the Mortgage Loans in the form annexed hereto as Exhibit K. J. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not Pursuant to Section 6 of the Custodial Agreement, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller the Sellers and Servicer Servicers, the Trustee and the Trust Administrator a Trust Receipt and Final Certification with respect to the Mortgage Loans in the form annexed hereto as Exhibit LK, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from the Custodian, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final CertificationCertification pursuant to Section 6 of the Custodial Agreement; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of Certificateholders in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a the related Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the TrusteeCustodian’s failure to record such Assignment of Mortgage, and provided, further, that no the related Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the TrusteeCustodian’s failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall direct the Custodian to deliver written notice to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the TrusteeCustodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. L. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M L hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the preceding paragraph the related Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall, at the related 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 related 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 related Seller as the beneficial holder of such Mortgage Loan. With respect to any Mortgage Loan which becomes delinquent in payment by 90 days or more or becomes an REO Property, DLJMC shall have the right to repurchase such Mortgage Loan from the Trust at a price equal to the Repurchase Price; provided, however, that (i) such Mortgage Loan is still 90 days or more delinquent or is an REO Property as of the date of such repurchase and (ii) this repurchase option, if not theretofore exercised, shall terminate at the close of business on the 90th day after the Mortgage Loan becomes 90 days delinquent or the Mortgage Loan becomes an REO Property; provided, further, that in no event shall such repurchase take place with respect to Mortgage Loans constituting more than 5% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans. This repurchase obligation, if not exercised, shall not be thereafter reinstated unless the delinquency is cured and the Mortgage Loan thereafter again becomes 90 days or more delinquent or becomes an REO Property, in which case the option shall again become exercisable as of the first day of the such Mortgage Loan becomes 90 days or more delinquent or becomes an REO Property. In the event that DLJMC exercises such option, the Repurchase Price therefore shall be deposited in the Certificate Account and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit L hereto, the Custodian shall release the related Mortgage File held for the benefit of the Certificateholders to DLJMC, and the Trustee shall execute and deliver at DLJMC’s discretion such instruments of transfer or assignment prepared by DLJMC, in each case without recourse, as shall be necessary to transfer title from the Trustee to the DLJMC.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt of shall require the documents identified in Custodian, pursuant to the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage FilesCustodial Agreement, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Certificate Insurer, the Master Servicer, each the Seller, each Servicer the Trustee and the Trust Administrator a Trust Receipt and Initial Certification with respect to the Mortgage Loans in the form annexed hereto as Exhibit K. Based J. Such Trust Receipt and Initial Certification shall require the Custodian, based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges to acknowledge that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian shall not be under no duty or obligation required to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not Pursuant to Section 6 of the Custodial Agreement, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, Xxxxx Fargo, the Master ServicerCertificate Insurer, each Seller and Servicer the Trustee and the Trust Administrator a Trust Receipt and Final Certification with respect to the Mortgage Loans in the form annexed hereto as Exhibit LK, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from the Custodian, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders and the Certificate Insurer. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final CertificationCertification pursuant to Section 6 of the Custodial Agreement; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of Certificateholders or the Certificate Insurer in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, except as required by Section 2.01, that a the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the TrusteeCustodian’s failure to record such Assignment of Mortgage, and provided, further, that no the Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the TrusteeCustodian’s failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall direct the Custodian to deliver written notice to each Rating Agency and the Certificate Insurer written notice within 270 days from the Closing Date indicating each Mortgage Loan (ai) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (bii) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the TrusteeCustodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee Trustee, the Certificate Insurer and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. L. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M L hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the preceding paragraph the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related 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. With respect to any Mortgage Loan the Seller reasonably believes breaches a representation, warranty or covenant under a Mortgage Loan Purchase Agreement pursuant to which the Seller purchased from the Originator or prior holder of such Mortgage Loan, the Seller shall have the right to repurchase such Mortgage Loan from the Trust Fund at any time in order to facilitate its rights against such Originator or prior holder of such Mortgage Loan at a price equal to the Purchase Price; provided, however, that in no event shall such repurchase take place with respect to Mortgage Loans constituting more than 5% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans, and provided further that such limitation does not affect the Seller’s obligation to repurchase any Mortgage Loan pursuant to Section 2.03. Any such repurchase by the Seller pursuant to this provision shall be effected in accordance with the provisions of Section 2.03(c). In the event that DLJMC exercises such option, the Purchase Price therefor shall be deposited in the Certificate Account and upon such deposit of the Purchase Price and receipt of a Request for Release in the form of Exhibit L hereto, the Custodian shall release the related Mortgage File held for the benefit of the Certificateholders and the Certificate Insurer to DLJMC, and the Trustee shall execute and deliver at DLJMC’s direction such instruments of transfer or assignment prepared by DLJMC, in each case without recourse, as shall be necessary to transfer title from the Trustee to DLJMC.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt by the Custodian of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K G and declares that it holds the Custodian on its behalf hold and will hold such documents and the other documents delivered to it the Custodian constituting the Trustee Mortgage Files, and that it or the Custodian holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession through the Custodian of the Mortgage Notes in the State of Illinois Texas or the State of TexasIllinois, as directed by the Seller, unless otherwise permitted by the Rating Agencies. The Trustee or Custodian is required under the Custodian agrees Custodial Agreement to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer the Trustee and the Trust Administrator a Trust Receipt and Servicers an Initial Certification in the form annexed hereto as Exhibit K. G. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, pursuant to the Trustee or Custodial Agreement, the Custodian acknowledges will acknowledge that such documents appear regular on their face and relate to such Mortgage Loan. The Neither the Trustee or nor the Custodian shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the Closing Date, the Trustee or the Custodian shall is required to deliver to the Depositor, the Master ServicerSeller, each Seller and Servicer the Trustee and the Trust Administrator Servicers a Trust Receipt and Final Certification in the form annexed hereto as Exhibit LH, with any applicable exceptions noted thereon. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, pursuant to the Trustee or Custodial Agreement, the Custodian shall will list such as an exception in the Trust Receipt and Final Certification; provided, however, that neither the Trustee or nor the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 120 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such period, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee or the Custodian within 90 120 days from the date the related Seller was notified of such defect in writing at the Purchase Repurchase Price of such Mortgage Loan; provided, however, that in no event shall such substitution or such longer period not to exceed 720 repurchase occur more than 540 days from the Closing Date Date, except that if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office, then such substitution or repurchase shall occur within 720 days from the Closing Date; and further provided, however, that a the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s 's failure to record such Assignment of Mortgage, and provided, further, that no the Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s 's failure to record such Assignment of Mortgage. The Trustee shall deliver written notice to each Rating Agency within 270 360 days from the Closing Date indicating each Mortgage Loan (a) for the Assignment of Mortgage which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the Assignment of Mortgage for the related Mortgage Loan is returned to the TrusteeTrustee or the dispute as to location or status has been resolved. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Repurchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s 's request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s 's interest in any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if the Seller is not a member of MERS and repurchases a Mortgage Loan which is registered on the MERS(R) System, the Seller, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations. Pursuant to the Custodial Agreement, the Custodian is required to execute and deliver on the Subsequent Transfer Date to the Depositor, the Seller, the Trustee and the Servicer an Initial Certification in the form annexed hereto as Exhibit G. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Custodian shall acknowledge that such documents appear regular on their face and relate to such Subsequent Mortgage Loan. Neither the Trustee nor the Custodian shall be under a duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Pursuant to the Custodial Agreement, not later than 90 days after the end of the Pre- Funding Period, the Custodian is required to deliver to the Depositor, the Seller, the Trustee and the related Servicer a Final Certification with respect to the Subsequent Mortgage Loans in the form annexed hereto as Exhibit H with any applicable exceptions noted thereon. If, in the course of such review of the Mortgage Files relating to the Subsequent Mortgage Loans, the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, pursuant to the Custodial Agreement, the Custodian will be required to list such as an exception in the Final Certification; provided, however that neither the Trustee nor the Custodian shall make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall cure any such defect or repurchase or substitute for any such Mortgage Loan in accordance with Section 2.02(a). It is understood and agreed that the obligation of the Seller to cure, substitute for or to repurchase any Mortgage Loan which does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting such defect available to the Trustee, the Depositor and any Certificateholder against the Seller. The Trustee shall pay to the Custodian from time to time reasonable compensation for all services rendered by it hereunder or under the Custodial Agreement, and the Trustee shall pay or reimburse the Custodian upon its request for all reasonable expenses, disbursements and advances incurred or made by the Custodian in accordance with any of the provisions of this Agreement or the Custodial Agreement, except any such expense, disbursement or advance as may arise from its negligence or bad faith.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt Pursuant to Section 4 of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting the Trustee Mortgage FilesCustodial Agreement, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each the Seller, each Servicer Servicer, the Trustee and the Trust Administrator a Trust Receipt and Initial Certification with respect to the Mortgage Loans in the form annexed hereto as Exhibit K. J. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not Pursuant to Section 6 of the Custodial Agreement, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each the Seller and Servicer Servicer, the Trustee and the Trust Administrator a Trust Receipt and Final Certification with respect to the Mortgage Loans in the form annexed hereto as Exhibit LK, with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from the Custodian, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final CertificationCertification pursuant to Section 6 of the Custodial Agreement; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of Certificateholders in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a the related Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the TrusteeCustodian’s failure to record such Assignment of Mortgage, and provided, further, that no the related Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the TrusteeCustodian’s failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall direct the Custodian to deliver written notice to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the TrusteeCustodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. L. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M L hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the preceding paragraph the related Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall, at the related 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 related 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 related Seller as the beneficial holder of such Mortgage Loan. With respect to any Mortgage Loan the Seller reasonably believes breaches a representation, warranty or covenant under a Mortgage Loan Purchase Agreement pursuant to which the Seller purchased from the Originator or prior holder of such Mortgage Loan, the Seller shall have the right to repurchase such Mortgage Loan from the Trust at any time in order to facilitate its rights against such Originator or prior holder of such Mortgage Loan at a price equal to the Repurchase Price; provided, however, that in no event shall such repurchase take place with respect to Mortgage Loans constituting more than 5% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans plus amounts in deposit in the Prefunding Account as of the Closing Date. Any such repurchase by the Seller pursuant to this provision shall be effected in accordance with the provisions of Section 2.03(c). In the event that DLJMC exercises such option, the Repurchase Price therefor shall be deposited in the Certificate Account and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit L hereto, the Custodian shall release the related Mortgage File held for the benefit of the Certificateholders to DLJMC, and the Trustee shall execute and deliver at DLJMC’s direction such instruments of transfer or assignment prepared by DLJMC, in each case without recourse, as shall be necessary to transfer title from the Trustee to DLJMC.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt by the Custodian of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K H and declares that it the Custodian on its behalf holds and will hold such documents and the other documents delivered to it the Custodian constituting the Trustee Mortgage Files, and that it or the Custodian holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future CertificateholdersCertificateholders and the Certificate Insurer. The Trustee acknowledges that it will maintain possession through the Custodian of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or the Custodian agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer the Certificate Insurer, the Trustee and the Trust Administrator a Trust Receipt and Servicer an Initial Certification in the form annexed hereto as Exhibit K. H. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges will acknowledge that such documents appear regular on their face and relate to such Mortgage Loan. The Neither the Trustee or nor the Custodian shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the Closing Date, the Trustee or the Custodian shall is required to deliver to the Depositor, the Master ServicerSeller, each Seller and Servicer the Certificate Insurer, the Trustee and the Trust Administrator Servicer a Trust Receipt and Final Certification in the form annexed hereto as Exhibit LI, with any applicable exceptions noted thereon. If, in the course of such review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or the Custodian shall will list such as an exception in the Trust Receipt and Final Certification; providedPROVIDED, howeverHOWEVER, that neither the Trustee or nor the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such period, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Repurchase Price of such Mortgage Loan; PROVIDED, HOWEVER, that in no event shall such substitution or such longer period not to exceed 720 repurchase occur more than 540 days from the Closing Date Date, except that if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office, then such substitution or repurchase shall occur within 720 days from the Closing Date; provided, howeverand FURTHER PROVIDED, that a the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s 's failure to record such Assignment of Mortgage, and provided, further, that no the Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s 's failure to record such Assignment of Mortgage. The Trustee shall deliver written notice to each Rating Agency and the Certificate Insurer within 270 days from the Closing Date indicating each Mortgage Loan (a) for the Assignment of Mortgage which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the Assignment of Mortgage for the related Mortgage Loan is returned to the TrusteeTrustee or the dispute as to location or status has been resolved. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. N. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Repurchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M N hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s 's request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s 's interest in any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if the Seller is not a member of MERS and repurchases a Mortgage Loan which is registered on the MERS(R) System, the Seller, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations. The Custodian agrees to execute and deliver on the Subsequent Transfer Date to the Depositor, the Seller, the Trustee, the Certificate Insurer and the Servicer an Initial Certification in the form annexed hereto as Exhibit H. Based on its review and examination or the Custodian's review and examination, and only as to the documents identified in such Subsequent Certification, the Custodian will acknowledge that such documents appear regular on their face and relate to such Subsequent Mortgage Loan. Neither the Trustee nor the Custodian 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 in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the end of the Pre-Funding Period, the Custodian is required to deliver the Depositor, the Seller, the Trustee, the Certificate Insurer and the Servicer a Final Certification with respect to the Subsequent Mortgage Loans in the form annexed hereto as Exhibit I, with any applicable exceptions noted thereon. If, in the course of such review of the Mortgage Files relating to the Subsequent Mortgage Loans, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee shall or shall cause the Custodian to list such as an exception in the Final Certification; PROVIDED, HOWEVER that neither the Trustee nor the Custodian shall make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall cure any such defect or repurchase or substitute for any such Mortgage Loan in accordance with Section 2.02(a). It is understood and agreed that the obligation of the Seller to cure, substitute for or to repurchase any Mortgage Loan which does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting such defect available to the Trustee, the Depositor and any Certificateholder against the Seller. The Trustee shall pay to the Custodian from time to time reasonable compensation for all services rendered by it hereunder or under the Custodial Agreement, and the Trustee shall pay or reimburse the Custodian upon its request for all reasonable expenses, disbursements and advances incurred or made by the Custodian in accordance with any of the provisions of this Agreement or the Custodial Agreement, except any such expense, disbursement or advance as may arise from its negligence or bad faith.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt by itself or the Custodians of the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K G and declares that it holds or the Custodians on its behalf hold and will hold such documents and the other documents delivered to it or the Custodians, respectively, constituting the Trustee Mortgage Files, and that it or the related Custodian holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it or the related Custodian will maintain possession of the Mortgage Notes in the State of Illinois or the State of TexasMinnesota, as directed by the Seller, unless otherwise permitted by the Rating Agencies. The Trustee or Each Custodian is required under the Custodian agrees related Custodial Agreement to execute and deliver on the Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer the Trustee and the Trust Administrator a Trust Receipt and Servicers an Initial Certification in the form annexed hereto as Exhibit K. G with respect to the Mortgage Loans delivered to such Custodian. The Trustee shall deliver on the Closing Date to the Depositor, the Seller, the Trustee and the Servicers an Initial Certification in the form annexed hereto as Exhibit G with respect to the Mortgage Loans delivered to the Trustee. Based on its respective review and examination, and only as to the documents identified in such Trust Receipt and related Initial Certification, pursuant to the Trustee or the Custodial Agreement, each Custodian acknowledges will acknowledge that such documents delivered to it appear regular on their face and relate to such Mortgage Loan and pursuant to this Agreement the Trustee will acknowledge that such documents delivered to it appear regular on their face and relate to such Mortgage Loan. The Neither the Trustee or nor the Custodian Custodians shall be under no 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 in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the Closing Date, the Trustee or and the Custodian shall Custodians are each required to deliver to the Depositor, the Master ServicerSeller, each Seller and Servicer the Trustee and the Trust Administrator Servicers a Trust Receipt and Final Certification with respect to the Mortgage Loans delivered to it in the form annexed hereto as Exhibit LH, with any applicable exceptions noted thereon. If, in the course of such review, the Trustee or the Custodian a Custodian, as applicable, finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or or, pursuant to the Custodian shall related Custodial Agreement, the related Custodian, will list such as an exception in the Trust Receipt and Final Certification; provided, however, that neither the Trustee or nor the Custodian Custodians shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 120 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee or the Custodian within 90 120 days from the date the related Seller was notified of such defect in writing at the Purchase Repurchase Price of such Mortgage Loan; provided, however, that in no event shall such substitution or such longer period not to exceed 720 repurchase occur more than 540 days from the Closing Date Date, except that if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office, then such substitution or repurchase shall occur within 720 days from the Closing Date; and further provided, however, that a the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s failure to record such Assignment of Mortgage, and provided, further, that no the Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s failure to record such Assignment of Mortgage. The Trustee Trustee, or the related Custodian on its behalf, shall deliver written notice to each Rating Agency within 270 360 days from the Closing Date indicating each Mortgage Loan (a) for the Assignment of Mortgage which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the Assignment of Mortgage for the related Mortgage Loan is returned to the TrusteeTrustee or the dispute as to location or status has been resolved. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Repurchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M hereto, the Trustee or the Custodian shall release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if the Seller is not a member of MERS and repurchases a Mortgage Loan which is registered on the MERS® System, the Seller, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS® System in accordance with MERS’ rules and regulations. Pursuant to the related Custodial Agreement, the related Custodian is required to execute and deliver on the Subsequent Transfer Date to the Depositor, the Seller, the Trustee and the Servicers an Initial Certification in the form annexed hereto as Exhibit G. Based on its review and examination, and only as to the documents identified in such Initial Certification, the related Custodian shall acknowledge that such documents appear regular on their face and relate to such Subsequent Mortgage Loan. Neither the Trustee nor the related Custodian shall be under a duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Pursuant to the related Custodial Agreement, not later than 90 days after the end of the Pre-Funding Period, the related Custodian is required to deliver to the Depositor, the Seller, the Trustee and the related Servicer a Final Certification with respect to the Subsequent Mortgage Loans in the form annexed hereto as Exhibit H with any applicable exceptions noted thereon. If, in the course of such review of the Mortgage Files relating to the Subsequent Mortgage Loans, the related Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, pursuant to the related Custodial Agreement, the related Custodian will be required to list such as an exception in the Final Certification; provided, however that neither the Trustee nor the related Custodian shall make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall cure any such defect or repurchase or substitute for any such Mortgage Loan in accordance with Section 2.02(a). Pursuant to the related Custodial Agreement, if a Custodian discovers any defect with respect to any Mortgage File, the Custodian shall give written specification of such defect to the Trustee and the Seller. The Seller shall be responsible for completing or correcting any missing, incomplete or inconsistent documents. It is understood and agreed that the obligation of the Seller to cure, substitute for or to repurchase any Mortgage Loan which does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting such defect available to the Trustee, the Depositor and any Certificateholder against the Seller. The Trustee shall pay to each Custodian from time to time reasonable compensation for all services rendered by it hereunder or under the related Custodial Agreement, and the Trustee shall pay or reimburse each Custodian upon its request for all reasonable expenses, disbursements and advances incurred or made by such Custodian in accordance with any of the provisions of this Agreement or the related Custodial Agreement, except any such expense, disbursement or advance as may arise from its negligence or bad faith.

Acceptance by the Trustee. (a) The Trustee acknowledges receipt of shall, or pursuant to the documents identified in the Trust Receipt and Initial Certification in the form annexed hereto as Exhibit K and declares that it holds and will hold such documents and the other documents delivered to it constituting Custodial Agreement, the Trustee Mortgage Files, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the Mortgage Notes in the State of Illinois or the State of Texas, unless otherwise permitted by the Rating Agencies. The Trustee or shall require the Custodian agrees to to, execute and deliver on the Closing Date to the Depositor, the Master Servicer, each the Seller, each Servicer the Servicer, the Certificate Insurer, the Trustee and the Trust Administrator a Trust Receipt and Initial Certification with respect to the Mortgage Loans substantially in the form annexed hereto as Exhibit K. Based J (the “Trust Receipt and Initial Certification”). Such Trust Receipt and Initial Certification shall require the Custodian, based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial Certification, the Trustee or the Custodian acknowledges to acknowledge that such documents appear regular on their face and relate to such Mortgage Loan. The Trustee or the Custodian shall not be under no duty or obligation required to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not The Trustee shall, or pursuant to the Custodial Agreement, the Trustee shall require the Custodian to, not later than 90 days after the Closing Date, the Trustee or the Custodian shall deliver to the Depositor, the Master Servicer, each Seller and Servicer the Seller, the Servicer, the Trustee, the Certificate Insurer and the Trust Administrator a Trust Receipt and Final Certification with respect to the Mortgage Loans, in the form annexed hereto as Exhibit LK (the “Trust Receipt and Final Certification”), with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from the Custodian, and subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders and the Certificate Insurer. If, in the course of such its review, the Trustee or the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01to be missing or incomplete, the Trustee or the Custodian shall list such as an exception in the Trust Receipt and Final Certification; provided, however, that the Trustee or the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the related Seller does not correct or cure such defect within such periodperiod and such defect materially and adversely affects the interests of Certificateholders or the Certificate Insurer in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase repurchase such Mortgage Loan from the Trustee or the Custodian within 90 days from the date the related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that a the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the TrusteeServicer’s failure to record such Assignment of Mortgage, and provided, further, that no the Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the TrusteeServicer’s failure to record such Assignment of Mortgage. The Trustee Trust Administrator shall direct the Custodian to deliver written notice to each Rating Agency and the Certificate Insurer written notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the appropriate recording office or (b) as to which the Custodian has been notified that there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the TrusteeCustodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee Trustee, the Certificate Insurer and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit M. L. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the related Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M L hereto, the Trustee or shall cause the Custodian shall to release the related Mortgage File to the related Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the preceding paragraph 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. With respect to any Mortgage Loan that is delinquent, in default or default is reasonably foreseeable for which the Seller reasonably believes breaches a representation, warranty or covenant under a purchase agreement pursuant to which the Seller purchased from the originator or prior holder of such Mortgage Loan, the Seller shall have the right to repurchase such Mortgage Loan from the Trust at any time in order to facilitate its rights against such originator or prior holder of such Mortgage Loan at a price equal to the Purchase Price; provided, however, that in no event shall such repurchase take place with respect to Mortgage Loans constituting more than 5% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans. Any such repurchase by the Seller pursuant to this provision shall be effected in accordance with the provisions of Section 2.03(c). In the event that DLJMC exercises such option, the Repurchase Price therefor shall be deposited in the Certificate Account and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit L hereto, the Custodian shall release the related Mortgage File held for the benefit of the Certificateholders and the Certificate Insurer to DLJMC, and the Trustee shall execute and deliver at DLJMC’s direction such instruments of transfer or assignment prepared by DLJMC, in each case without recourse, as shall be necessary to transfer title from the Trustee to DLJMC.