Common use of Acceptance by Trustee Clause in Contracts

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the Certificates. The Trustee shall review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and received, the Trustee shall promptly so notify the Servicer. An exception report delivered by the Custodian to the Servicer pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or the Custodian that any document required to be included in the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), (b) such Mortgage Loan is in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereof.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreementthat the Custodian, including the Initial Custodial Agreement, receipt by the Custodian thereunder) acting on behalf of the Trustee, has received (subject to any exceptions noted in the custodian certification described below), the Mortgage Notes and the Trustee declares that it holds or will hold the assets included in the definition of "Trust Fund," in trust for the exclusive use and benefit of the documents referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07all present and future Certificateholders. The Trustee acknowledges that all Mortgage Pool Assetsagrees, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of Certificateholders, to cause the Certificates. The Custodian to review each Mortgage Note and to execute and deliver, or cause to be executed and delivered, to GMACM, the Trustee shall review (or, with respect and the Servicer a custodian certification substantially in the form annexed hereto as Exhibit N on or prior to the Mortgage Loans identified in Closing Date. Pursuant to the Initial Custodial Agreement, cause in conducting such review, the Initial Custodian is required to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to ascertain whether the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 Notes have been executed and received, and that such documents relate whether the Mortgage Notes relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified Loans. Neither the Custodian nor the Trustee shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded, or are in recordable form or that they are other than what they purport to be on their face. If, in the process of reviewing the Mortgage Loan Schedule. In performing Notes and preparing the certifications referred to above, the Custodian finds any Mortgage Note to be missing or contains any defect which materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Custodian is required pursuant to the Custodial Agreement, to notify the Trustee, the Company and the Sellers, and the Trustee shall request that GMACM cure any such reviewdefect in all material respects within 90 days from the date on which GMACM was notified of such defect, and if GMACM does not cure such defect in all material respects during such period, the Trustee may rely upon shall request on behalf of the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: Certificateholders that GMACM either (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the substitute for such Mortgage Loan Schedulea Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.04, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the Mortgage File for a purchase such Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and received, the Trustee shall promptly so notify the Servicer. An exception report delivered by the Custodian to the Servicer pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or Trust Fund at the Custodian that any document required to be included in Purchase Price within 90 days after the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify the Seller date on which GMACM was notified of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4defect; provided, however, provided that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) if such defect would cause the Mortgage Loan to be other than a “"qualified mortgage” (as defined in the Code), (b) such Mortgage Loan is in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, " as defined in Section 860F(a860G(a)(3) of the Code; provided, furtherany such cure, substitution or repurchase must occur within 90 days from the date such breach was discovered. It is understood and agreed that the obligation of GMACM to cure a material defect in, or substitute for, or purchase any Mortgage Loan as to which a material defect in, or omission of, a Mortgage Note exists shall constitute the sole remedy respecting such material defect or omission available to Certificateholders or the Trustee on behalf of Certificateholders. The Purchase Price for the purchased Mortgage Loan shall be deposited or caused to be deposited upon receipt by the Trustee in the event that Payment Account, or upon receipt by the Servicer in the Custodial Account. Upon receipt by the Trustee of written notification of such defect consists solely deposit signed by a Servicing Officer, the Trustee shall (i) release or cause to be released to GMACM the related Mortgage Note, (ii) cause the Servicer to release to GMACM any remaining documents in the related Mortgage File which are held by the Servicer, and (iii) execute and deliver such instruments of transfer or assignment, in each case without recourse, as GMACM shall require as necessary to vest in GMACM ownership of any Mortgage Loan released pursuant hereto and at such time the failure of the Seller to deliver any Recording Document Trustee shall have no further responsibility with respect to such the related Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereofNote.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the Certificates. The Trustee shall review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and received, the Trustee shall promptly so notify the Servicer. An exception report delivered by the Custodian to the Servicer pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or the Custodian that any document required to be included in the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), (b) such Mortgage Loan is in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereof.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assetsagrees, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the Certificates. The Trustee shall Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectabilitycollectibility, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee’s notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a “Substitute Mortgage Loan”) which is a “qualified replacement mortgage” (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of “Purchase Price”, the repurchase or substitution must occur within the sooner of (bi) such 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will not give rise during the calendar month in which the substitution occurs to the last day of such month at a tax on rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a prohibited transactionMortgage Loan pursuant to this Section 2.07. Furthermore, as defined such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 860F(a2.08 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS® System in accordance with MERS’ rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the Certificates. The Trustee shall review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and received, the Trustee shall promptly so notify the Servicer. An exception report delivered by the Custodian to the Servicer pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or the Custodian that any document required to be included in the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), (b) such Mortgage Loan is in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereof.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assetsagrees, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the Certificates. The Trustee shall Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectabilitycollectibility, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee’s notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a “Substitute Mortgage Loan”) which is a “qualified replacement mortgage” (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence, or any provision in the definition of “Purchase Price,” the repurchase or substitution must occur within the sooner of (bi) such 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will not give rise during the calendar month in which the substitution occurs to the last day of such month at a tax on rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a prohibited transactionMortgage Loan pursuant to this Section 2.07. Furthermore, as defined such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 860F(a2.08 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS® System in accordance with MERS’ rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Acceptance by Trustee. The Trustee Trustee, by execution and delivery hereof, acknowledges receipt (by it or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on its behalf of the Trust of the documents referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the Certificates. The Trustee shall review (or, with respect pertaining to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified listed on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required subject to be included in the Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and received, the Trustee shall promptly so notify the Servicer. An exception report delivered review thereof by the Custodian on behalf of the Trustee in accordance with the review procedures set forth in Section 2 of the Custodial Agreement. The Trustee hereby acknowledges the obligation to the Servicer review each Mortgage File and, pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or Agreement, the Custodian that any document required to be included in the Mortgage File for a Mortgage Loan has not been executed and receivedagrees, the Servicer shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust Trustee, to enforce review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), (b) such Mortgage Loan is in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply on the Closing Date, an initial certification in substantially the form attached to the Custodial Agreement as Exhibit B-1, with any applicable exceptions noted thereon, that, as to each Mortgage Loan listed in the additional provisions 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 1 of the Custodial 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 examination and only as to the foregoing, the information set forth in Section 2.10 hereofthe Mortgage Loan Schedule that corresponds to items (i), (ii) and (iii) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. The Trustee hereby acknowledges the obligation to review each Mortgage File and, pursuant to the Custodial Agreement, no later than 90 days after the Closing Date, the Custodian, on behalf of the Trustee, shall deliver to the Depositor, the Seller, the Servicer and the Trustee a final certification in the form attached to the Custodial Agreement as Exhibit B-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. Upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that 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 to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files Files, and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders Trust as holder of the CertificatesREMIC I Regular Interests and the Class R-1 Residual Interest. The Trustee shall agrees, for the benefit of the Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee’s notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a “Substitute Mortgage Loan”) which is a “qualified replacement mortgage” (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of “Purchase Price”, the repurchase or substitution must occur within the sooner of (bi) such 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will during the calendar month in which the substitution occurs to the last day of such month at a rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a Mortgage Loan pursuant to this Section 2.07. Furthermore, such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 2.08 hereof would not give rise have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. In addition, such Substitute Mortgage Loan shall not be a tax on a prohibited transaction, High Cost Loan or Covered Loan (as such terms are defined in Section 860F(athe Standard & Poor's LEVELS® Glossary in effect on the date of substitution, with such exceptions thereto as the Company and S&P may reasonably agree). A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany or the Company’s designee the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS® System in accordance with MERS’ rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the Certificates. The Trustee shall review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “"Mortgage File,” " known by the Trustee to be required) pursuant to the definition of “"Mortgage File” " and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the Mortgage File for a Mortgage Loan pursuant to the definition of “"Mortgage File” " not to have been executed and received, the Trustee shall promptly so notify the Servicer. An exception report delivered by the Custodian to the Servicer pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or the Custodian that any document required to be included in the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce the such Seller’s 's obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the a Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) such defect would cause the Mortgage Loan to be other than a “"qualified mortgage” " (as defined in the Code), (b) such Mortgage Loan is in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the applicable Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce the such Seller’s 's obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. If a Seller is the Servicer, then the Trustee may, but shall not be obligated to (or, if so directed by Certificateholders holding Certificates which evidence Percentage Interests aggregating not less than 25%, then the Trustee shall), give the notification to such Seller and, if applicable, require the repurchase or substitution by such Seller provided for in the immediately preceding paragraph, in the event that any document required to be included in the Mortgage File for a Mortgage Loan sold by such Seller has not been executed and received. In connection with the enforcement of the a Seller’s 's repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereof.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the Certificates. The Trustee shall review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and received, the Trustee shall promptly so notify the Servicer. An exception report delivered by the Custodian to the Servicer pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or the Custodian that any document required to be included in the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce the such Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the a Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), (b) such Mortgage Loan is in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the applicable Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce the such Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. If a Seller is the Servicer, then the Trustee may, but shall not be obligated to (or, if so directed by Certificateholders holding Certificates which evidence Percentage Interests aggregating not less than 25%, then the Trustee shall), give the notification to such Seller and, if applicable, require the repurchase or substitution by such Seller provided for in the immediately preceding paragraph, in the event that any document required to be included in the Mortgage File for a Mortgage Loan sold by such Seller has not been executed and received. In connection with the enforcement of the a Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereof.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the CertificatesREMIC I Regular Interests, the Class PPP Certificates and the Class R-1 Residual Interest. The Trustee shall review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and received, the Trustee shall promptly so notify the Servicer. An exception report delivered by the Custodian to the Servicer pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or the Custodian that any document required to be included in the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), (b) such Mortgage Loan is in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereof.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the CertificatesREMIC I Regular Interests, the Class PPP Certificates and the Class R-1 Residual Interest. The Trustee shall agrees to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and received, the Trustee shall promptly so notify the Servicer. An exception report delivered by the Custodian to the Servicer pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or the Custodian that any document required to be included in the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce the such Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the a Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), (b) such Mortgage Loan is in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the applicable Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce the such Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. If a Seller is the Servicer, then the Trustee may, but shall not be obligated to (or, if so directed by Certificateholders holding Certificates which evidence Percentage Interests aggregating not less than 25% of REMIC II, then the Trustee shall), give the notification to such Seller and, if applicable, require the repurchase or substitution by such Seller provided for in the immediately preceding paragraph, in the event that any document required to be included in the Mortgage File for a Mortgage Loan sold by such Seller has not been executed and received. In connection with the enforcement of the a Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereof.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the CertificatesREMIC I Regular Interests and the Class R-1 Residual Interest. The Trustee shall review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and received, the Trustee shall promptly so notify the Servicer. An exception report delivered by the Custodian to the Servicer pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or the Custodian that any document required to be included in the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), (b) such Mortgage Loan is in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereof.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files Files, and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders Trust as holder of the CertificatesREMIC I Regular Interests, the Class PPP Certificates and the Class R-1 Residual Interest. The Trustee shall agrees, for the benefit of the Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee’s notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a “Substitute Mortgage Loan”) which is a “qualified replacement mortgage” (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of “Purchase Price”, the repurchase or substitution must occur within the sooner of (bi) such 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will during the calendar month in which the substitution occurs to the last day of such month at a rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a Mortgage Loan pursuant to this Section 2.07. Furthermore, such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 2.08 hereof would not give rise have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. In addition, such Substitute Mortgage Loan shall not be a tax on a prohibited transaction, High Cost Loan or Covered Loan (as such terms are defined in Section 860F(athe Standard & Poor's LEVELS® Glossary in effect on the date of substitution, with such exceptions thereto as the Company and S&P may reasonably agree). A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany or the Company’s designee the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS® System in accordance with MERS’ rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreementthat the Custodian, including the Initial Custodial Agreement, receipt by the Custodian thereunder) acting on behalf of the Trustee, has received (subject to any exceptions noted in the custodian certification described below) the Mortgage Notes and the Trustee declares that it holds or will hold the assets included in the definition of "Trust Fund," in trust for the exclusive use and benefit of the documents referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07all present and future Certificateholders. The Trustee acknowledges that all Mortgage Pool Assetsagrees, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of Certificateholders, to cause the Certificates. The Custodian to review each Mortgage Note and to execute and deliver, or cause to be executed and delivered, to GMACM, the Trustee shall review (or, with respect and the Servicer a custodian certification substantially in the form annexed hereto as Exhibit N on or prior to the Mortgage Loans identified in Closing Date. Pursuant to the Initial Custodial Agreement, cause in conducting such review, the Initial Custodian is required to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to ascertain whether the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 Notes have been executed and received, and that such documents relate whether the Mortgage Notes relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified Loans. Neither the Custodian nor the Trustee shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded, or are in recordable form or that they are other than what they purport to be on their face. If, in the process of reviewing the Mortgage Loan Schedule. In performing Notes and preparing the certifications referred to above, the Custodian finds any Mortgage Note to be missing or contains any defect which materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Custodian is required pursuant to the Custodial Agreement, to notify the Trustee, the Company and the Seller, and the Trustee shall request that GMACM cure any such reviewdefect in all material respects within 90 days from the date on which GMACM was notified of such defect, and if GMACM does not cure such defect in all material respects during such period, the Trustee may rely upon shall request on behalf of the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: Certificateholders that GMACM either (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the substitute for such Mortgage Loan Schedulea Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.04, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the Mortgage File for a purchase such Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and received, the Trustee shall promptly so notify the Servicer. An exception report delivered by the Custodian to the Servicer pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or Trust Fund at the Custodian that any document required to be included in Purchase Price within 90 days after the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify the Seller date on which GMACM was notified of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4defect; provided, however, provided that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) if such defect would cause the Mortgage Loan to be other than a “"qualified mortgage” (as defined in the Code), (b) such Mortgage Loan is in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, " as defined in Section 860F(a860G(a)(3) of the Code; provided, furtherany such cure, substitution or repurchase must occur within 90 days from the date such breach was discovered. It is understood and agreed that the obligation of GMACM to cure a material defect in, or substitute for, or purchase any Mortgage Loan as to which a material defect in, or omission of, a Mortgage Note exists shall constitute the sole remedy respecting such material defect or omission available to Certificateholders or the Trustee on behalf of Certificateholders. The Purchase Price for the purchased Mortgage Loan shall be deposited or caused to be deposited upon receipt by the Trustee in the event that Payment Account, or upon receipt by the Servicer in the Custodial Account. Upon receipt by the Trustee of written notification of such defect consists solely deposit signed by a Servicing Officer, the Trustee shall (i) release or cause to be released to GMACM the related Mortgage Note, (ii) cause the Servicer to release to GMACM any remaining documents in the related Mortgage File which are held by the Servicer, and (iii) execute and deliver such instruments of transfer or assignment, in each case without recourse, as GMACM shall require as necessary to vest in GMACM ownership of any Mortgage Loan released pursuant hereto and at such time the failure of the Seller to deliver any Recording Document Trustee shall have no further responsibility with respect to such the related Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereofNote.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files Files, and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the CertificatesREMIC I Regular Interests and the Class R-1 Residual Interest. The Trustee shall agrees, for the benefit of the Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “"Mortgage File,” " known by the Trustee to be required) pursuant to the definition of “"Mortgage File” " and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “"qualified mortgage” " (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of "Purchase Price," the repurchase or substitution must occur within the sooner of (bi) such 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall be an adjustable rate mortgage loan with a first Interest Rate Adjustment Date occurring on approximately the same date as the first Interest Rate Adjustment Date for the Mortgage Loan being substituted for and adjustments monthly thereafter, based on the Index, and with the same Monthly Payment Adjustment Terms as the Mortgage Loan being substituted for, mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than, and a Margin and Rate Ceiling equal to or greater than, the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will not give rise during the calendar month in which the substitution occurs to the last day of such month at a tax on rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a prohibited transactionMortgage Loan pursuant to this Section 2.07. Furthermore, as defined such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 860F(a2.08 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS(R) System in accordance with MERS' rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files Files, and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the CertificatesREMIC I Regular Interests and the Class R-1 Residual Interest. The Trustee shall agrees, for the benefit of the Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “"Mortgage File,” " known by the Trustee to be required) pursuant to the definition of “"Mortgage File” " and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “"qualified mortgage” " (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of "Purchase Price," the repurchase or substitution must occur within the sooner of (bi) 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall be an adjustable rate mortgage loan with a first Adjustment Date occurring on approximately the same date as, but not earlier than, the first Adjustment Date for the Mortgage Loan being substituted for and adjustments annually thereafter, based on the Index, mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than, and a Margin, Rate Ceiling and Rate Floor equal to or greater than, and a Periodic Cap no more than 0.5 percentage point greater or smaller than, the Mortgage Loan being substituted for. In addition, if the Mortgage Loan being substituted for does not provide for any payments of principal prior to its first Adjustment Date, such substitute Mortgage Loan also shall not provide for such payments of principal. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will not give rise during the calendar month in which the substitution occurs to the last day of such month at a tax on rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a prohibited transactionMortgage Loan pursuant to this Section 2.07. Furthermore, as defined such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 860F(a2.08 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS(R) System in accordance with MERS' rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the CertificatesREMIC I and REMIC II Regular Interests and the Class R-1 and Class R-2 Residual Interests. The Trustee shall review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and received, the Trustee shall promptly so notify the Servicer. An exception report delivered by the Custodian to the Servicer pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or the Custodian that any document required to be included in the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), (b) such Mortgage Loan is in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereof.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files Files, and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the CertificatesREMIC I Regular Interests and the Class R-1 Residual Interest. The Trustee shall agrees, for the benefit of the Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee’s notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a “Substitute Mortgage Loan”) which is a “qualified replacement mortgage” (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of “Purchase Price,” the repurchase or substitution must occur within the sooner of (bi) 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall be an adjustable rate mortgage loan with a first Adjustment Date occurring on approximately the same date as, but not earlier than, the first Adjustment Date for the Mortgage Loan being substituted for and adjustments annually thereafter, based on the Index, mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than, and a Margin, Rate Ceiling and Rate Floor equal to or greater than, and a Periodic Cap no more than 0.5 percentage point greater or smaller than, the Mortgage Loan being substituted for. In addition, if the Mortgage Loan being substituted for does not provide for any payments of principal prior to its first Adjustment Date, such substitute Mortgage Loan also shall not provide for such payments of principal. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will during the calendar month in which the substitution occurs to the last day of such month at a rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a Mortgage Loan pursuant to this Section 2.07. Furthermore, such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 2.08 hereof would not give rise have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. In addition, such Substitute Mortgage Loan shall not be a tax on a prohibited transaction, High Cost Loan or Covered Loan (as such terms are defined in Section 860F(athe Standard & Poor's LEVELS® Glossary in effect on the date of substitution, with such exceptions thereto as the Company and S&P may reasonably agree). A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS® System in accordance with MERS’ rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files Files, and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the CertificatesREMIC I Regular Interests and the Class R-1 Residual Interest. The Trustee shall agrees, for the benefit of the Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Custodian Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee’s notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a “Substitute Mortgage Loan”) which is a “qualified replacement mortgage” (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of “Purchase Price,” the repurchase or substitution must occur within the sooner of (bi) such 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall be an adjustable rate mortgage loan with a first Interest Rate Adjustment Date occurring on approximately the same date as the first Interest Rate Adjustment Date for the Mortgage Loan being substituted for and adjustments monthly thereafter, based on the Index, and with the same Monthly Payment Adjustment Terms as the Mortgage Loan being substituted for, mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than, and a Margin and Rate Ceiling equal to or greater than, the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will not give rise during the calendar month in which the substitution occurs to the last day of such month at a tax on rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a prohibited transactionMortgage Loan pursuant to this Section 2.07. Furthermore, as defined such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 860F(a2.08 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS® System in accordance with MERS’ rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files Files, and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders Trust as holder of the CertificatesREMIC I Regular Interests and the Class R-1 Residual Interest. The Trustee shall agrees, for the benefit of the Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee’s notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a “Substitute Mortgage Loan”) which is a “qualified replacement mortgage” (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of “Purchase Price,” the repurchase or substitution must occur within the sooner of (bi) 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall be an adjustable rate mortgage loan with a first Adjustment Date occurring on approximately the same date as, but not earlier than, the first Adjustment Date for the Mortgage Loan being substituted for and adjustments annually thereafter, based on the Index, mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than, and a Margin, Rate Ceiling and Rate Floor equal to or greater than, and a Periodic Cap no more than 0.5 percentage point greater or smaller than, the Mortgage Loan being substituted for. In addition, if the Mortgage Loan being substituted for does not provide for any payments of principal prior to its first Adjustment Date, such substitute Mortgage Loan also shall not provide for such payments of principal. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will during the calendar month in which the substitution occurs to the last day of such month at a rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a Mortgage Loan pursuant to this Section 2.07. Furthermore, such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 2.08 hereof would not give rise have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. In addition, such Substitute Mortgage Loan shall not be a tax on a prohibited transaction, High Cost Loan or Covered Loan (as such terms are defined in Section 860F(athe Standard & Poor's LEVELS® Glossary in effect on the date of substitution, with such exceptions thereto as the Company and S&P may reasonably agree). A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany or the Company’s designee the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS® System in accordance with MERS’ rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreementthat the Custodian, including the Initial Custodial Agreement, receipt by the Custodian thereunder) acting on behalf of the Trust of Trustee, has received (subject to any exceptions noted in the initial certification described below), the documents referred to in Section 2.05 above2.01 and that the Trustee has received all other assets included in the definition of "Trust Fund" and declares that it holds or will hold the assets included in the definition of "Trust Fund" (to the extent delivered or assigned to the Trustee), but without having made in trust for the review required to be made within 45 days pursuant to this Section 2.07exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that all Mortgage Pool Assetsagrees, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of Certificateholders and Financial Security, to cause the Certificates. The Trustee shall Custodian to review (oreach Mortgage File on or before the Closing Date to verify that such Mortgage File includes a Mortgage Note and to execute and deliver, with respect or cause to be executed and delivered, to the Mortgage Loans identified Seller, the Trustee, the Servicer and Financial Security an initial certification substantially in the Initial form annexed hereto as Exhibit N. Pursuant to the Custodial Agreement, cause in conducting such review, the Initial Custodian is required to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, ascertain whether all required documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such whether those documents relate relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified loans it has received. Neither the Custodian nor the Trustee shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded, or are in recordable form or that they are other than what they purport to be on their face. Within 180 days of the Closing Date the Trustee will cause the Custodian to review, for the benefit of the Certificateholders, the Mortgage Files delivered to it and will execute and deliver to the Seller, the Servicer and Financial Security a final certification substantially in the form annexed hereto as Exhibit O. If, in the process of reviewing the Mortgage Loan Schedule. In performing Files and preparing the certifications referred to above, the Custodian finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, the Custodian is required pursuant to the Custodial Agreement, to notify the Trustee, Financial Security, the Company and the Seller, and the Trustee shall request that the Seller cure any such reviewdefect within 90 days from the date on which the Seller was notified of such defect, and if the Seller does not cure such defect in all material respects during such period, the Trustee may rely upon shall request on behalf of the purported genuineness and due execution of any such document, and on Certificateholders that the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: Seller either (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the substitute for such Mortgage Loan Schedulea Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.04, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the Mortgage File for a purchase such Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and received, the Trustee shall promptly so notify the Servicer. An exception report delivered by the Custodian to the Servicer pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or Trust Fund at the Custodian that any document required to be included in Purchase Price within 90 days after the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify date on which the Seller was notified of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4defect; provided, however, provided that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) if such defect would cause the Mortgage Loan to be other than a “"qualified mortgage” (" as defined in Section 860G(a)(3) of the Code), (b) any such cure, substitution or repurchase must occur within 90 days from the date such breach was discovered. It is understood and agreed that the obligation of the Seller to cure a material defect in, or substitute for, or purchase 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 Certificateholders or the Trustee on behalf of Certificateholders. The Purchase Price for the purchased Mortgage Loan shall be deposited or caused to be deposited upon receipt by the Trustee in the Payment Account, or upon receipt by the Servicer in the Custodial Account. Upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall release or cause to be released to the Seller the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller shall require as necessary to vest in the Seller ownership of any Mortgage Loan released pursuant hereto and at such time the Trustee shall have no further responsibility with respect to the related Mortgage File. In furtherance of the foregoing, if the Subservicer or Seller that repurchases the Mortgage Loan is in defaultnot a member of MERS and the Mortgage is registered on the MERS(R) System, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the its own expense and without any right of the Sellerreimbursement, delivers shall cause MERS to the Trustee execute and deliver an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.3 assignment of the Mortgage Loan Purchase Agreement, in recordable form to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase or substitution obligation pursuant to Section 2.4 of transfer the Mortgage Loan Purchase Agreement, from MERS to such Subservicer or Seller and shall cause such Mortgage to be removed from registration on the Servicer MERS(R) System in accordance with MERS' rules and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereofregulations.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assetsagrees, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the Certificates. The Trustee shall Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectabilitycollectibility, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee’s notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a “Substitute Mortgage Loan”) which is a “qualified replacement mortgage” (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of “Purchase Price,” the repurchase or substitution must occur within the sooner of (bi) such 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will not give rise during the calendar month in which the substitution occurs to the last day of such month at a tax on rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a prohibited transactionMortgage Loan pursuant to this Section 2.07. Furthermore, as defined such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 860F(a2.08 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS® System in accordance with MERS’ rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files Files, and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the CertificatesREMIC I Regular Interests and the Class R-1 Residual Interest. The Trustee shall agrees, for the benefit of the Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee’s notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a “Substitute Mortgage Loan”) which is a “qualified replacement mortgage” (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of “Purchase Price,” the repurchase or substitution must occur within the sooner of (bi) such 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall be an adjustable rate mortgage loan with a first Interest Rate Adjustment Date occurring on approximately the same date as the first Interest Rate Adjustment Date for the Mortgage Loan being substituted for and adjustments monthly thereafter, based on the Index, and with the same Monthly Payment Adjustment Terms as the Mortgage Loan being substituted for, mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than, and a Margin and Rate Ceiling equal to or greater than, the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will during the calendar month in which the substitution occurs to the last day of such month at a rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a Mortgage Loan pursuant to this Section 2.07. Furthermore, such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 2.08 hereof would not give rise have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. In addition, such Substitute Mortgage Loan shall not be a tax on a prohibited transaction, High Cost Loan or Covered Loan (as such terms are defined in Section 860F(athe Standard & Poor's LEVELS® Glossary in effect on the date of substitution, with such exceptions thereto as the Company and S&P may reasonably agree). A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS® System in accordance with MERS’ rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files Files, and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the Certificates. The Trustee shall agrees, for the benefit of the Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “"Mortgage File,” " known by the Trustee to be required) pursuant to the definition of “"Mortgage File” " and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “"qualified mortgage” " (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of "Purchase Price," the repurchase or substitution must occur within the sooner of (bi) 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall be an adjustable rate mortgage loan with a first Adjustment Date occurring on approximately the same date as, but not earlier than, the first Adjustment Date for the Mortgage Loan being substituted for and adjustments annually thereafter, be based on the same Index as, mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than, and a Margin, Rate Ceiling and Rate Floor equal to or greater than, and a Periodic Cap no more than 0.5 percentage point greater or smaller than, the Mortgage Loan being substituted for. In addition, if the Mortgage Loan being substituted for does not provide for any payments of principal prior to its first Adjustment Date, such substitute Mortgage Loan also shall not provide for such payments of principal. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will not give rise during the calendar month in which the substitution occurs to the last day of such month at a tax on rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a prohibited transactionMortgage Loan pursuant to this Section 2.07. Furthermore, as defined such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 860F(a2.08 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS® System in accordance with MERS' rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.01) referred to in Section 2.05 2.01 above, but without having made the review required to be made within 45 days pursuant to this Section 2.072.02. The Trustee acknowledges that all Mortgage Pool Assetsagrees, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders Holders of the Certificates. The Trustee shall REMIC I Regular Interests and the Class R-1 Residual Interest, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ixY)(x) of the definition of “"Mortgage File,” " known by the Trustee to be required) pursuant to the definition of “"Mortgage File” " and Section 2.05 2.01 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trustee at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “"qualified mortgage” " (as defined in the Code), then notwithstanding the previous sentence, the repurchase or substitution must occur within the sooner of (bi) 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall be an adjustable rate mortgage loan with a first Adjustment Date occurring on approximately the same date as, but not earlier than, the first Adjustment Date for the Mortgage Loan being substituted for and adjustments annually thereafter, based on the Index, mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than, and a Margin, Rate Ceiling and Rate Floor equal to or greater than, and a Periodic Cap no more than 0.5 percentage point greater or smaller than, the Mortgage Loan being substituted for. In addition, if the Mortgage Loan being substituted for does not provide for any payments of principal prior to its first Adjustment Date, such Substitute Mortgage Loan also shall not provide for such payments of principal. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in cash to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a Mortgage Loan pursuant to this Section 2.02. Furthermore, such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 2.03 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) release to the Company the related Mortgage File and shall execute and deliver (or, in the event that the Mortgage Files are held in the name of the Custodian, shall cause the Custodian to execute and deliver) such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Company or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if such Mortgage Loan is in default, or default is in the judgment a MERS Loan and as a result of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of thereof such Mortgage Loan will not give rise shall cease to be serviced by a tax on servicer that is a prohibited transactionmember of MERS or if the Company or its assignee shall so request, as defined in Section 860F(a) the Master Servicer shall cause MERS to execute and deliver an assignment of the Code; provided, further, that Mortgage in recordable form from MERS to the event that Company or its assignee and shall cause the Mortgage Loan to be removed from registration on the MERS(R) System in accordance with MERS' rules and procedures. The obligation of the Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall constitute the sole remedy respecting such defect consists solely available to the Holders of the failure of REMIC I Regular Interests or the Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on Class R-1 Residual Interest or the part of the recording office, then the Servicer shall instead notify the Seller of such defect and take appropriate steps Trustee on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.3 Holders of the Mortgage Loan Purchase Agreement, to comply with REMIC I Regular Interests or the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereofClass R-1 Residual Interest.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.01) referred to in Section 2.05 2.01 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges 2.02, and declares that all Mortgage Pool Assets, as of the Closing Date it holds and will hold such documents and the other documents constituting a part of the Mortgage Files delivered to it, and related documents and property held by it at any time are held by it the Trust Fund, as Trustee of in trust, upon the Trust trusts herein set forth, for the use and benefit of the holders Holders from time to time of the Certificates. The Trustee shall agrees, for the benefit of the Holders of the Certificates, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) review each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(ivX)(v) and (Y)(ixY)(x) of the definition of “"Mortgage File,” ", known by the Trustee to be required) pursuant to the definition of “"Mortgage File” " and Section 2.05 2.01 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trustee at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “"qualified mortgage” " (as defined in the Code), then notwithstanding the previous sentence, purchase, repurchase or substitution must occur within the sooner of (bi) such 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall be an adjustable rate mortgage loan with an initial fixed rate period of approximately five years and annual adjustments thereafter based on the Index, mature no later than, and not more than two years earlier than, have a principal balance and Loan-to- Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1% greater than, a Margin and Rate Ceiling equal to or greater than, the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is in default, or default is in less than the judgment Principal Balance of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the Seller to deliver any Recording Document with respect to such Mortgage Loan, due the Company shall pay the difference in cash to a delay on the part Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the recording officerepurchase by the Company of a Mortgage Loan pursuant to this Section 2.02. Furthermore, then such Substitute Mortgage Loan shall otherwise have such characteristics so that the Servicer representations and warranties of the Company set forth in Section 2.03 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall instead notify be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the Seller contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall release to the Company the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Company or its designee or assignee title to any Mortgage Loan released pursuant hereto. The obligation of the Company to repurchase or substitute any Mortgage Loan as to which such a defect and take appropriate steps in a constituent document exists shall constitute the sole remedy respecting such defect available to the Certificateholders or the Trustee on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereofCertificateholders.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the Certificates. The Trustee shall review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and received, the Trustee shall promptly so notify the Servicer. An exception report delivered by the Custodian to the Servicer pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or the Custodian that any document required to be included in the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce the such Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the a Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), (b) such Mortgage Loan is in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the applicable Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce the such Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. If a Seller is the Servicer, then the Trustee may, but shall not be obligated to (or, if so directed by Certificateholders holding Certificates which evidence Percentage Interests aggregating not less than 25%, then the Trustee shall), give the notification to such Seller and, if applicable, require the repurchase or substitution by such Seller provided for in the immediately preceding paragraph, in the event that any document required to be included in the Mortgage File for a Mortgage Loan sold by such Seller has not been executed and received. In connection with the enforcement of the a Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereof.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the CertificatesREMIC I and REMIC II Regular Interests and the Class R-1 and Class R-2 Residual Interests. The Trustee shall review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and received, the Trustee shall promptly so notify the Servicer. An exception report delivered by the Custodian to the Servicer pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or the Custodian that any document required to be included in the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), (b) such Mortgage Loan is in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereof.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files Files, and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the CertificatesREMIC I Regular Interests and the Class R-1 Residual Interest. The Trustee shall agrees, for the benefit of the Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee’s notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a “Substitute Mortgage Loan”) which is a “qualified replacement mortgage” (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of “Purchase Price,” the repurchase or substitution must occur within the sooner of (bi) 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall be an adjustable rate mortgage loan with a first Adjustment Date occurring on approximately the same date as, but not earlier than, the first Adjustment Date for the Mortgage Loan being substituted for and adjustments annually thereafter, based on the Index, mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than, and a Margin, Rate Ceiling and Rate Floor equal to or greater than, and a Periodic Cap no more than 0.5 percentage point greater or smaller than, the Mortgage Loan being substituted for. In addition, if the Mortgage Loan being substituted for does not provide for any payments of principal prior to its first Adjustment Date, such substitute Mortgage Loan also shall not provide for such payments of principal. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will not give rise during the calendar month in which the substitution occurs to the last day of such month at a tax on rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a prohibited transactionMortgage Loan pursuant to this Section 2.07. Furthermore, as defined such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 860F(a2.08 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS® System in accordance with MERS’ rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.01) referred to in Section 2.05 2.01 above, but without having made the review required to be made within 45 days pursuant to this Section 2.072.02, and declares that as of the Closing Date it holds and will hold such documents and the other documents constituting a part of the Mortgage Files delivered to it, and the Trust Fund, as Trustee in trust, upon the trusts herein set forth, for the use and benefit of the Holders from time to time of the Certificates and the Certificate Insurer. The Trustee acknowledges that all Mortgage Pool Assetsagrees, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders Holders of the Certificates. The Trustee shall Certificates and the Certificate Insurer, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) review each Mortgage File within 45 days after the Closing Date and deliver to the Company and the Certificate Insurer a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(ivX)(v) and (Y)(ixY)(x) of the definition of “"Mortgage File,” ", known by the Trustee to be required) pursuant to the definition of “"Mortgage File” " and Section 2.05 2.01 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any documents contained in each Mortgage File or of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two- year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G- 2(f)), either (i) purchase or repurchase the related Mortgage Loan from the Trustee at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of purchase or repurchase the Mortgage Loan from the Trustee at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “"qualified mortgage” " (as defined in the Code), then notwithstanding the previous sentence, purchase, repurchase or substitution must occur within the sooner of (bi) such 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall mature no later than, and not more than two years earlier than, have a principal balance and Loan-to- Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1% greater than the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is in default, or default is in less than the judgment Principal Balance of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the Seller to deliver any Recording Document with respect to such Mortgage Loan, due the Company shall pay the difference in cash to a delay on the part Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the recording officepurchase or repurchase by the Company of a Mortgage Loan pursuant to this Section 2.02. Furthermore, then such Substitute Mortgage Loan shall otherwise have such characteristics so that the Servicer representations and warranties of the Company set forth in Section 2.03 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall instead notify be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the Seller contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall release to the Company the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Company or its designee or assignee title to any Mortgage Loan released pursuant hereto. The obligation of the Company to purchase or repurchase or substitute any Mortgage Loan as to which such a defect and take appropriate steps in a constituent document exists shall constitute the sole remedy respecting such defect available to the Holders of the Certificateholders or the Trustee on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereofCertificateholders.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreementthat the Custodian, including the Initial Custodial Agreement, receipt by the Custodian thereunder) acting on behalf of the Trust of Trustee, has received (subject to any exceptions noted in the initial certification described below), the documents referred to in Section 2.05 above2.01 and that the Trustee has received all other assets included in the definition of "Trust Fund" and declares that it holds or will hold the assets included in the definition of "Trust Fund" (to the extent delivered or assigned to the Trustee), but without having made in trust for the review required to be made within 45 days pursuant to this Section 2.07exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that all Mortgage Pool Assetsagrees, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of Certificateholders, to cause the Certificates. The Trustee shall Custodian to review (oreach Mortgage File on or before the Closing Date to verify that such Mortgage File includes a Mortgage Note and to execute and deliver, with respect or cause to be executed and delivered, to the Mortgage Loans identified Seller, the Trustee, the Servicer an initial certification substantially in the Initial form annexed hereto as Exhibit N. Pursuant to the Custodial Agreement, cause in conducting such review, the Initial Custodian is required to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, ascertain whether all required documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such whether those documents relate relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified loans it has received. Neither the Custodian nor the Trustee shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded, or are in recordable form or that they are other than what they purport to be on their face. Within 180 days of the Closing Date the Trustee will cause the Custodian to review, for the benefit of the Certificateholders, the Mortgage Loan Schedule. In performing such reviewFiles delivered to it and will execute and deliver to the Seller, the Trustee may rely upon and the purported genuineness Servicer a final certification substantially in the form annexed hereto as Exhibit O. If, in the process of reviewing the Mortgage Files and due execution preparing the certifications referred to above, the Custodian finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, the Custodian is required pursuant to the Custodial Agreement, to notify the Trustee, the Company and the Seller, and the Trustee shall request that the Seller cure any such documentdefect within 90 days from the date on which the Seller was notified of such defect, and on if the purported genuineness of any signature thereon. The Seller does not cure such defect in all material respects during such period, the Trustee shall not be required to make any independent examination request on behalf of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: Certificateholders that the Seller either (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the substitute for such Mortgage Loan Schedulea Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.04, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the Mortgage File for a purchase such Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and received, the Trustee shall promptly so notify the Servicer. An exception report delivered by the Custodian to the Servicer pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or Trust Fund at the Custodian that any document required to be included in Purchase Price within 90 days after the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify date on which the Seller was notified of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4defect; provided, however, provided that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) if such defect would cause the Mortgage Loan to be other than a “"qualified mortgage” (" as defined in Section 860G(a)(3) of the Code), (b) any such cure, substitution or repurchase must occur within 90 days from the date such breach was discovered. It is understood and agreed that the obligation of the Seller to cure a material defect in, or substitute for, or purchase 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 Certificateholders or the Trustee on behalf of Certificateholders. The Purchase Price for the purchased Mortgage Loan shall be deposited or caused to be deposited upon receipt by the Trustee in the Payment Account, or upon receipt by the Servicer in the Custodial Account. Upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall release or cause to be released to the Seller the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller shall require as necessary to vest in the Seller ownership of any Mortgage Loan released pursuant hereto and at such time the Trustee shall have no further responsibility with respect to the related Mortgage File. In furtherance of the foregoing, if the Subservicer or Seller that repurchases the Mortgage Loan is in defaultnot a member of MERS and the Mortgage is registered on the MERS(R) System, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the its own expense and without any right of the Sellerreimbursement, delivers shall cause MERS to the Trustee execute and deliver an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.3 assignment of the Mortgage Loan Purchase Agreement, in recordable form to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase or substitution obligation pursuant to Section 2.4 of transfer the Mortgage Loan Purchase Agreement, from MERS to such Subservicer or Seller and shall cause such Mortgage to be removed from registration on the Servicer MERS(R) System in accordance with MERS' rules and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereofregulations.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the CertificatesREMIC I Regular Interests and the Class R-1 Residual Interest. The Trustee shall review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and received, the Trustee shall promptly so notify the Servicer. An exception report delivered by the Custodian to the Servicer pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or the Custodian that any document required to be included in the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), (b) such Mortgage Loan is in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereof.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files Files, and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the CertificatesREMIC I Regular Interests and the Class R-1 Residual Interest. The Trustee shall agrees, for the benefit of the Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “"Mortgage File,” " known by the Trustee to be required) pursuant to the definition of “"Mortgage File” " and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “"qualified mortgage” " (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of "Purchase Price," the repurchase or substitution must occur within the sooner of (bi) such 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will not give rise during the calendar month in which the substitution occurs to the last day of such month at a tax on rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a prohibited transactionMortgage Loan pursuant to this Section 2.07. Furthermore, as defined such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 860F(a2.08 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS(R) System in accordance with MERS' rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the Certificates. The Trustee shall review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “"Mortgage File,” " known by the Trustee to be required) pursuant to the definition of “"Mortgage File” " and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the Mortgage File for a Mortgage Loan pursuant to the definition of “"Mortgage File” " not to have been executed and received, the Trustee shall promptly so notify the Servicer. An exception report delivered by the Custodian to the Servicer pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or of the Custodian that any document required to be included in the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce the such Seller’s 's obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the a Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) such defect would cause the Mortgage Loan to be other than a “"qualified mortgage” " (as defined in the Code), (b) such Mortgage Loan is in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the applicable Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce the such Seller’s 's obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. If a Seller is the Servicer, then the Trustee may, but shall not be obligated to (or, if so directed by Certificateholders holding Certificates which evidence Percentage Interests aggregating not less than 25% of REMIC I, then the Trustee shall), give the notification to such Seller and, if applicable, require the repurchase or substitution by such Seller provided for in the immediately preceding paragraph, in the event that any document required to be included in the Mortgage File for a Mortgage Loan sold by such Seller has not been executed and received. In connection with the enforcement of the a Seller’s 's repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereof.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.01) referred to in Section 2.05 2.01 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges 2.02, and declares that all Mortgage Pool Assets, as of the Closing Date it holds and will hold such documents and the other documents constituting a part of the Mortgage Files delivered to it, and related documents and property held by it at any time are held by it the Trust Fund, as Trustee of in trust, upon the Trust trusts herein set forth, for the use and benefit of the holders Holders from time to time of the Certificates. The Trustee shall agrees, for the benefit of the Holders of the Certificates, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) review each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(ivX)(v) and (Y)(ixY)(x) of the definition of “"Mortgage File,” ", known by the Trustee to be required) pursuant to the definition of “"Mortgage File” " and Section 2.05 2.01 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G- 2(f)), either (i) purchase or repurchase the related Mortgage Loan from the Trustee at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of purchase or repurchase the Mortgage Loan from the Trustee at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “"qualified mortgage” " (as defined in the Code), then notwithstanding the previous sentence, purchase, repurchase or substitution must occur within the sooner of (bi) such 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall mature no later than, and not more than two years earlier than, have a principal balance and Loan-to- Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1% greater than the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is in default, or default is in less than the judgment Principal Balance of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the Seller to deliver any Recording Document with respect to such Mortgage Loan, due the Company shall pay the difference in cash to a delay on the part Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the recording officepurchase or repurchase by the Company of a Mortgage Loan pursuant to this Section 2.02. Furthermore, then such Substitute Mortgage Loan shall otherwise have such characteristics so that the Servicer representations and warranties of the Company set forth in Section 2.03 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall instead notify be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the Seller contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall release to the Company the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Company or its designee or assignee title to any Mortgage Loan released pursuant hereto. The obligation of the Company to purchase or repurchase or substitute any Mortgage Loan as to which such a defect and take appropriate steps in a constituent document exists shall constitute the sole remedy respecting such defect available to the Certificateholders or the Trustee on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereofCertificateholders.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files Files, and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the CertificatesREMIC I Regular Interests and the Class R-1 Residual Interest. The Trustee shall agrees, for the benefit of the Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee’s notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G- 2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a “Substitute Mortgage Loan”) which is a “qualified replacement mortgage” (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of “Purchase Price,” the repurchase or substitution must occur within the sooner of (bi) such 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall be an adjustable rate mortgage loan with a first Interest Rate Adjustment Date occurring on approximately the same date as the first Interest Rate Adjustment Date for the Mortgage Loan being substituted for and adjustments monthly thereafter, based on the Index, and with the same Monthly Payment Adjustment Terms as the Mortgage Loan being substituted for, mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass- Through Rate on the date of substitution equal to or no more than 1 percentage point greater than, and a Margin and Rate Ceiling equal to or greater than, the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will during the calendar month in which the substitution occurs to the last day of such month at a rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a Mortgage Loan pursuant to this Section 2.07. Furthermore, such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 2.08 hereof would not give rise have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. In addition, such Substitute Mortgage Loan shall not be a tax on a prohibited transaction, High Cost Loan or Covered Loan (as such terms are defined in Section 860F(athe Standard & Poor's LEVELS® Glossary in effect on the date of substitution, with such exceptions thereto as the Company and S&P may reasonably agree). A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS® System in accordance with MERS’ rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files Files, and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the CertificatesREMIC I Regular Interests and the Class R-1 Residual Interest. The Trustee shall agrees, for the benefit of the Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee’s notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a “Substitute Mortgage Loan”) which is a “qualified replacement mortgage” (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of “Purchase Price,” the repurchase or substitution must occur within the sooner of (bi) 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall be an adjustable rate mortgage loan with a first Adjustment Date occurring on approximately the same date as, but not earlier than, the first Adjustment Date for the Mortgage Loan being substituted for and adjustments annually thereafter, based on the Index, mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than, and a Margin, Rate Ceiling and Rate Floor equal to or greater than, and a Periodic Cap no more than 0.5 percentage point greater or smaller than, the Mortgage Loan being substituted for. In addition, if the Mortgage Loan being substituted for does not provide for any payments of principal prior to its first Adjustment Date, such substitute Mortgage Loan also shall not provide for such payments of principal. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will not give rise during the calendar month in which the substitution occurs to the last day of such month at a tax on rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a prohibited transactionMortgage Loan pursuant to this Section 2.07. Furthermore, as defined such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 860F(a2.08 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS® System in accordance with MERS’ rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having ha ving made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files Files, and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders Trust as holder of the CertificatesREMIC I Regular Interests and the Class R-1 Residual Interest. The Trustee shall agrees, for the benefit of the Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee’s notice to it respecting such defect, within the Servicer pursuant to three- month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two- year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a “Substitute Mortgage Loan”) which is a “qualified replacement mortgage” (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three- month or two- year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of “Purchase Price”, the repurchase or substitution must occur within the sooner of (bi) such 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will not give rise during the calendar month in which the substitution occurs to the last day of such month at a tax on rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a prohibited transactionMortgage Loan pursuant to this Section 2.07. Furthermore, as defined such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 860F(a2.08 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass- Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS® System in accordance with MERS’ rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files Files, and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the CertificatesREMIC I Regular Interests and the Class R-1 Residual Interest. The Trustee shall agrees, for the benefit of the Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee’s notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a “Substitute Mortgage Loan”) which is a “qualified replacement mortgage” (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of “Purchase Price,” the repurchase or substitution must occur within the sooner of (bi) such 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall be an adjustable rate mortgage loan with a first Interest Rate Adjustment Date occurring on approximately the same date as the first Interest Rate Adjustment Date for the Mortgage Loan being substituted for and adjustments monthly thereafter, based on the Index, and with the same Monthly Payment Adjustment Terms as the Mortgage Loan being substituted for, mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than, and a Margin and Rate Ceiling equal to or greater than, the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will during the calendar month in which the substitution occurs to the last day of such month at a rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a Mortgage Loan pursuant to this Section 2.07. Furthermore, such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 2.08 hereof would not give rise have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. In addition, such Substitute Mortgage Loan shall not be a tax on a prohibited transaction, High Cost Loan or Covered Loan (as such terms are defined in Section 860F(athe Standard & Poor's LEVELS® Glossary in effect on the date of substitution, with such exceptions thereto as the Company and S&P may reasonably agree). A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS® System in accordance with MERS’ rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Acceptance by Trustee. The Trustee acknowledges receipt (or or, with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files Files, and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders Trust as holder of the CertificatesREMIC I Regular Interests and the Class R-1 Residual Interest. The Trustee shall agrees, for the benefit of the Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee’s notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a “Substitute Mortgage Loan”) which is a “qualified replacement mortgage” (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of “Purchase Price”, the repurchase or substitution must occur within the sooner of (bi) such 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will during the calendar month in which the substitution occurs to the last day of such month at a rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a Mortgage Loan pursuant to this Section 2.07. Furthermore, such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 2.08 hereof would not give rise have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. In addition, such Substitute Mortgage Loan shall not be a tax on a prohibited transaction, High Cost Loan or Covered Loan (as such terms are defined in Section 860F(athe Standard & Poor's LEVELS® Glossary in effect on the date of substitution, with such exceptions thereto as the Company and S&P may reasonably agree). A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany or the Company’s designee the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS® System in accordance with MERS’ rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files Files, and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the CertificatesREMIC I Regular Interests and the Class R-1 Residual Interest. The Trustee shall agrees, for the benefit of the Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “"Mortgage File,” " known by the Trustee to be required) pursuant to the definition of “"Mortgage File” " and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “"qualified mortgage” " (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of "Purchase Price," the repurchase or substitution must occur within the sooner of (bi) such 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall be an adjustable rate mortgage loan with a first Interest Rate Adjustment Date occurring on approximately the same date as the first Interest Rate Adjustment Date for the Mortgage Loan being substituted for and adjustments monthly thereafter, based on the Index, and with the same Monthly Payment Adjustment Terms as the Mortgage Loan being substituted for, mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than, and a Margin and Rate Ceiling equal to or greater than, the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will not give rise during the calendar month in which the substitution occurs to the last day of such month at a tax on rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a prohibited transactionMortgage Loan pursuant to this Section 2.07. Furthermore, as defined such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 860F(a) of the Code; provided, further, that in the event that 2.08 hereof would not have been incorrect had such defect consists solely of the failure of the Seller to deliver any Recording Document with respect to such Substitute Mortgage Loan originally been a Mortgage Loan, due and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a delay on defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the part contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) release to the Company the related Mortgage File and shall execute and deliver (or, in the 63 event that the Mortgage Files are held in the name of the recording officeCustodian, then shall cause the Servicer shall instead notify the Seller of such defect Custodian to execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS(R) System in accordance with MERS' rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assetsagrees, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the Certificates. The Trustee shall Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “"Mortgage File,” " known by the Trustee to be required) pursuant to the definition of “"Mortgage File” " and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “"qualified mortgage” " (as defined in the Code), (b) such Mortgage Loan is in defaultthen notwithstanding the previous sentence, or default is any provision in the judgment definition of "Purchase Price," the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase or substitution obligation pursuant to Section 2.4 must occur within the sooner of (i) 90 days from the Mortgage Loan Purchase Agreementdate the defect was discovered or (ii) in the case of substitution, two years from the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereofClosing Date.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files Files, and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the CertificatesREMIC I Regular Interests, the Class PPP Certificates and the Class R-1 Residual Interest. The Trustee shall agrees, for the benefit of the Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee’s notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a “Substitute Mortgage Loan”) which is a “qualified replacement mortgage” (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of “Purchase Price,” the repurchase or substitution must occur within the sooner of (bi) such 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall be an adjustable rate mortgage loan with a first Interest Rate Adjustment Date occurring on approximately the same date as the first Interest Rate Adjustment Date for the Mortgage Loan being substituted for and adjustments monthly thereafter, based on the Index, and with the same Monthly Payment Adjustment Terms as the Mortgage Loan being substituted for, mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than, and a Margin and Rate Ceiling equal to or greater than, the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will during the calendar month in which the substitution occurs to the last day of such month at a rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a Mortgage Loan pursuant to this Section 2.07. Furthermore, such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 2.08 hereof would not give rise have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. In addition, such Substitute Mortgage Loan shall not be a tax on a prohibited transaction, High Cost Loan or Covered Loan (as such terms are defined in Section 860F(athe Standard & Poor's LEVELS® Glossary in effect on the date of substitution, with such exceptions thereto as the Company and S&P may reasonably agree). A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany or the Company’s designee the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS® System in accordance with MERS’ rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the Certificates. The Trustee shall review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and received, the Trustee shall promptly so notify the Servicer. An exception report delivered by the Custodian to the Servicer pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or the Custodian that any document required to be included in the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce the such Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the a Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), (b) such Mortgage Loan is in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the applicable Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce the such Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. In connection with the enforcement of the a Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereof.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files Files, and related documents and property held by it at any time are held by it in its capacity as Trustee of the Trust for the benefit of the holders of the Certificates. The Trustee shall agrees, for the benefit of the Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “"Mortgage File,” " known by the Trustee to be required) pursuant to the definition of “"Mortgage File” " and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “"qualified mortgage” " (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of "Purchase Price," the repurchase or substitution must occur within the sooner of (bi) 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall be an adjustable rate mortgage loan with a first Adjustment Date occurring on approximately the same date as, but not earlier than, the first Adjustment Date for the Mortgage Loan being substituted for and adjustments annually thereafter, based on the Index, mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than, and a Margin, Rate Ceiling and Rate Floor equal to or greater than, and a Periodic Cap no more than 0.5 percentage point greater or smaller than, the Mortgage Loan being substituted for. In addition, if the Mortgage Loan being substituted for does not provide for any payments of principal prior to its first Adjustment Date, such substitute Mortgage Loan also shall not provide for such payments of principal. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will not give rise during the calendar month in which the substitution occurs to the last day of such month at a tax on rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a prohibited transactionMortgage Loan pursuant to this Section 2.07. Furthermore, as defined such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 860F(a2.08 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS® System in accordance with MERS' rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the Certificates.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assetsagrees, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders Holders of the Certificates. The Trustee shall REMIC I Regular Interests and the Class R-1 Residual Interest, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “"Mortgage File,” " known by the Trustee to be required) pursuant to the definition of “"Mortgage File” " and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “"qualified mortgage” " (as defined in the Code), then notwithstanding the previous sentence, the repurchase or substitution must occur within the sooner of (bi) such 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers cash to the Trustee an Opinion for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of Counsel addressed the repurchase by the Company of a Mortgage Loan pursuant to this Section 2.07. Furthermore, such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 2.08 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the Trust and contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) release to the effect that Company the repurchase of such related Mortgage Loan will not give rise to a tax on a prohibited transactionFile and shall execute and deliver (or, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS(R) System in accordance with MERS' rules and procedures. The obligation of the Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest or the Trustee shall comply with on behalf of the additional provisions set forth in Section 2.10 hereofHolders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files Files, and related documents and property held by it at any time are held by it in its capacity as Trustee of the Trust for the benefit of the holders of the Certificates. The Trustee shall agrees, for the benefit of the Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “"Mortgage File,” " known by the Trustee to be required) pursuant to the definition of “"Mortgage File” " and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “"qualified mortgage” " (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of "Purchase Price," the repurchase or substitution must occur within the sooner of (bi) such 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall be an adjustable rate mortgage loan with a first Interest Rate Adjustment Date occurring on approximately the same date as the first Interest Rate Adjustment Date for the Mortgage Loan being substituted for and adjustments monthly thereafter, based on the Index, and with the same Monthly Payment Adjustment Terms as the Mortgage Loan being substituted for, mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than, and a Margin and Rate Ceiling equal to or greater than, the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will not give rise during the calendar month in which the substitution occurs to the last day of such month at a tax on rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a prohibited transactionMortgage Loan pursuant to this Section 2.07. Furthermore, as defined such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 860F(a2.08 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS(R) System in accordance with MERS' rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the Certificates.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreementthat the Custodian, including the Initial Custodial Agreement, receipt by the Custodian thereunder) acting on behalf of the Trust of Trustee, has received (subject to any exceptions noted in the initial certification described below), the documents referred to in Section 2.05 above2.01 and that the Trustee has received all other assets included in the definition of "Trust Fund" and declares that it holds or will hold the assets with respect to any Pledged Assets included in the definition of "Trust Fund" (to the extent delivered or assigned to the Trustee), but without having made in trust for the review required to be made within 45 days pursuant to this Section 2.07exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that all Mortgage Pool Assetsagrees, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of Certificateholders, to cause the Certificates. The Trustee shall Custodian to review (oreach Mortgage File on or before the Closing Date to verify that such Mortgage File includes a Mortgage Note and to execute and deliver, with respect or cause to be executed and delivered, to the Mortgage Loans identified Seller, the Trustee and the Servicer an initial certification substantially in the Initial form annexed hereto as Exhibit N. Pursuant to the Custodial Agreement, cause in conducting such review, the Initial Custodian is required to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, ascertain whether all required documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such whether those documents relate relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified loans it has received. Neither the Custodian nor the Trustee shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded, or are in recordable form or that they are other than what they purport to be on their face. Within 180 days of the Closing Date the Trustee will cause the Custodian to review, for the benefit of the Certificateholders, the Mortgage Files delivered to it and will execute and deliver to the Seller and the Servicer a final certification substantially in the form annexed hereto as Exhibit O. If, in the process of reviewing the Mortgage Loan Schedule. In performing Files and preparing the certifications referred to above, the Custodian finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, the Custodian is required pursuant to the Custodial Agreement, to notify the Trustee, the Company and the Seller, and the Trustee shall request that the Seller cure any such reviewdefect within 90 days from the date on which the Seller was notified of such defect, and if the Seller does not cure such defect in all material respects during such period, the Trustee may rely upon shall request on behalf of the purported genuineness and due execution of any such document, and on Certificateholders that the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: Seller either (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the substitute for such Mortgage Loan Schedulea Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.04, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the Mortgage File for a purchase such Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and received, the Trustee shall promptly so notify the Servicer. An exception report delivered by the Custodian to the Servicer pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or Trust Fund at the Custodian that any document required to be included in Purchase Price within 90 days after the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify date on which the Seller was notified of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4defect; provided, however, provided that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) if such defect would cause the Mortgage Loan to be other than a “"qualified mortgage” (" as defined in Section 860G(a)(3) of the Code), (b) any such cure, substitution or repurchase must occur within 90 days from the date such breach was discovered. It is understood and agreed that the obligation of the Seller to cure a material defect in, or substitute for, or purchase 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 Certificateholders or the Trustee on behalf of Certificateholders. The Purchase Price for the purchased Mortgage Loan shall be deposited or caused to be deposited upon receipt by the Trustee in the Payment Account, or upon receipt by the Servicer in the Custodial Account. Upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall release or cause to be released to the Seller the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller shall require as necessary to vest in the Seller ownership of any Mortgage Loan released pursuant hereto and at such time the Trustee shall have no further responsibility with respect to the related Mortgage File. In furtherance of the foregoing, if the Subservicer or Seller that repurchases the Mortgage Loan is in defaultnot a member of MERS and the Mortgage is registered on the MERS(R) System, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the its own expense and without any right of the Sellerreimbursement, delivers shall cause MERS to the Trustee execute and deliver an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.3 assignment of the Mortgage Loan Purchase Agreement, in recordable form to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase or substitution obligation pursuant to Section 2.4 of transfer the Mortgage Loan Purchase Agreement, from MERS to such Subservicer or Seller and shall cause such Mortgage to be removed from registration on the Servicer MERS(R) System in accordance with MERS' rules and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereofregulations.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files Files, and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the CertificatesREMIC I Regular Interests and the Class R-1 Residual Interest. The Trustee shall agrees, for the benefit of the Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee’s notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a “Substitute Mortgage Loan”) which is a “qualified replacement mortgage” (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of “Purchase Price,” the repurchase or substitution must occur within the sooner of (bi) such 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall be an adjustable rate mortgage loan with a first Interest Rate Adjustment Date occurring on approximately the same date as the first Interest Rate Adjustment Date for the Mortgage Loan being substituted for and adjustments monthly thereafter, based on the Index, and with the same Minimum Monthly Payment Adjustment Terms as the Mortgage Loan being substituted for, mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than, and a Margin and Rate Ceiling equal to or greater than, the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will during the calendar month in which the substitution occurs to the last day of such month at a rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a Mortgage Loan pursuant to this Section 2.07. Furthermore, such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 2.08 hereof would not give rise have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. In addition, such Substitute Mortgage Loan shall not be a tax on a prohibited transaction, High Cost Loan or Covered Loan (as such terms are defined in Section 860F(athe Standard & Poor's LEVELS® Glossary in effect on the date of substitution, with such exceptions thereto as the Company and S&P may reasonably agree). A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS® System in accordance with MERS’ rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.01) referred to in Section 2.05 2.01 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges 2.02, and declares that all Mortgage Pool Assets, as of the Closing Date it holds and shall hold any documents constituting a part of the Mortgage Files delivered to it, and related documents and property held by it at any time are held by it the Trust Fund, as Trustee of in trust, upon the Trust trusts herein set forth, for the use and benefit of the holders all present and future Holders of the Certificates. The Trustee shall agrees, for the benefit of the Holders of the Certificates, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) review each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “"Mortgage File,” " known by the Trustee to be required) pursuant to the definition of “"Mortgage File” " and Section 2.05 2.01 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trustee at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “"qualified mortgage” " (as defined in the Code), then notwithstanding the previous sentence, the repurchase or substitution must occur within the sooner of (bi) 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall be an adjustable rate mortgage loan with a first Adjustment Date occurring on approximately the same date as, but not earlier than, the first Adjustment Date for the Mortgage Loan being substituted for and adjustments annually thereafter, based on the Index, mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than, and a Margin, Rate Ceiling and Rate Floor equal to or greater than, and a Periodic Cap no more than 0.5 percentage point greater or smaller than, the Mortgage Loan being substituted for. In addition, if the Mortgage Loan being substituted for does not provide for any payments of principal prior to its first Adjustment Date, such Substitute Mortgage Loan also shall not provide for such payments of principal. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in cash to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a Mortgage Loan pursuant to this Section 2.02. Furthermore, such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 2.03 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) release to the Company the related Mortgage File and shall execute and deliver (or, in the event that the Mortgage Files are held in the name of the Custodian, shall cause the Custodian to execute and deliver) such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Company or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if such Mortgage Loan is in default, or default is in the judgment a MERS Loan and as a result of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of thereof such Mortgage Loan will not give rise shall cease to be serviced by a tax on servicer that is a prohibited transactionmember of MERS or if the Company or its assignee shall so request, as defined in Section 860F(a) the Master Servicer shall cause MERS to execute and deliver an assignment of the Code; provided, further, that Mortgage in recordable form from MERS to the event that Company or its assignee and shall cause the Mortgage Loan to be removed from registration on the MERS'r' System in accordance with MERS' rules and procedures. The obligation of the Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall constitute the sole remedy respecting such defect consists solely available to the Holders of the failure of Certificates or the Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect and take appropriate steps Trustee on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.3 Holders of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereofCertificates.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files Files, and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders Trust as holder of the CertificatesREMIC I Regular Interests and the Class R-1 Residual Interest. The Trustee shall agrees, for the benefit of the Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “"Mortgage File,” " known by the Trustee to be required) pursuant to the definition of “"Mortgage File” " and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “"qualified mortgage” " (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of "Purchase Price", the repurchase or substitution must occur within the sooner of (bi) such 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will not give rise during the calendar month in which the substitution occurs to the last day of such month at a tax on rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a prohibited transactionMortgage Loan pursuant to this Section 2.07. Furthermore, as defined such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 860F(a2.08 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS(R) System in accordance with MERS' rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files Files, and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the Certificates. The Trustee shall agrees, for the benefit of the Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “"Mortgage File,” " known by the Trustee to be required) pursuant to the definition of “"Mortgage File” " and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “"qualified mortgage” " (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of "Purchase Price", the repurchase or substitution must occur within the sooner of (bi) such 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will not give rise during the calendar month in which the substitution occurs to the last day of such month at a tax on rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a prohibited transactionMortgage Loan pursuant to this Section 2.07. Furthermore, as defined such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 860F(a2.08 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS(R) System in accordance with MERS' rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.01) referred to in Section 2.05 2.01 above, but without having made the review required to be made within 45 days pursuant to this Section 2.072.02, and declares that as of the Closing Date it holds and will hold such documents and the other documents constituting a part of the Mortgage Files delivered to it, and the Trust Fund, as Trustee in trust, upon the trusts herein set forth, for the use and benefit of the Holders from time to time of the REMIC I Regular Interests and Class R-1 Certificates. The Trustee acknowledges that all Mortgage Pool Assetsagrees, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders Holders of the REMIC I Regular Interests and Class R-1 Certificates. The Trustee shall , to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) review each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(ivX)(v) and (Y)(ixY)(x) of the definition of “"Mortgage File,” ", known by the Trustee to be required) pursuant to the definition of “"Mortgage File” " and Section 2.05 2.01 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the Servicer pursuant to three- month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two- year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) purchase or repurchase the related Mortgage Loan from the Trustee at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of purchase or repurchase the Mortgage Loan from the Trustee at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “"qualified mortgage” " (as defined in the Code), then notwithstanding the previous sentence, purchase, repurchase or substitution must occur within the sooner of (bi) such 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1% greater than the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is in default, or default is in less than the judgment Principal Balance of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the Seller to deliver any Recording Document with respect to such Mortgage Loan, due the Company shall pay the difference in cash to a delay on the part Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the recording officepurchase or repurchase by the Company of a Mortgage Loan pursuant to this Section 2.02. Furthermore, then such Substitute Mortgage Loan shall otherwise have such characteristics so that the Servicer representations and warranties of the Company set forth in Section 2.03 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall instead notify be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the Seller contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall release to the Company the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Company or its designee or assignee title to any Mortgage Loan released pursuant hereto. The obligation of the Company to purchase or repurchase or substitute any Mortgage Loan as to which such a defect and take appropriate steps in a constituent document exists shall constitute the sole remedy respecting such defect available to the Holders of the REMIC I Regular Interests or the Class R-1 Certificateholders or the Trustee on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.3 Holders of the Mortgage Loan Purchase Agreement, to comply with REMIC I Regular Interests or the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereofClass R-1 Certificateholders.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files Files, and related documents and property held by it at any time are held by it in its capacity as Trustee of the Trust for the benefit of the holders of the Certificates. The Trustee shall agrees, for the benefit of the Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “"Mortgage File,” " known by the Trustee to be required) pursuant to the definition of “"Mortgage File” " and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “"qualified mortgage” " (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of "Purchase Price," the repurchase or substitution must occur within the sooner of (bi) 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall be an adjustable rate mortgage loan with a first Adjustment Date occurring on approximately the same date as, but not earlier than, the first Adjustment Date for the Mortgage Loan being substituted for and adjustments annually thereafter, based on the Index, mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than, and a Margin, Rate Ceiling and Rate Floor equal to or greater than, and a Periodic Cap no more than 0.5 percentage point greater or smaller than, the Mortgage Loan being substituted for. In addition, if the Mortgage Loan being substituted for does not provide for any payments of principal prior to its first Adjustment Date, such substitute Mortgage Loan also shall not provide for such payments of principal. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is in default, or default is in less than the judgment Principal Balance of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay the Company shall pay the difference in cash, together with unpaid accrued interest, if any, on the part difference between the aggregate of the recording office, then the Servicer shall instead notify the Seller principal balances of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereof.the

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files Files, and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the CertificatesREMIC I Regular Interests and the Class R-1 Residual Interest. The Trustee shall agrees, for the benefit of the Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee’s notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a “Substitute Mortgage Loan”) which is a “qualified replacement mortgage” (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of “Purchase Price,” the repurchase or substitution must occur within the sooner of (bi) 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall be an adjustable rate mortgage loan with a first Adjustment Date occurring on approximately the same date as, but not earlier than, the first Adjustment Date for the Mortgage Loan being substituted for and adjustments annually thereafter, based on the Index, mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than, and a Margin, Rate Ceiling and Rate Floor equal to or greater than, and a Periodic Cap no more than 0.5 percentage point greater or smaller than, the Mortgage Loan being substituted for. In addition, if the Mortgage Loan being substituted for does not provide for any payments of principal prior to its first Adjustment Date, such substitute Mortgage Loan also shall not provide for such payments of principal. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will not give rise during the calendar month in which the substitution occurs to the last day of such month at a tax on rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a prohibited transactionMortgage Loan pursuant to this Section 2.07. Furthermore, as defined such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 860F(a2.08 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS® System in accordance with MERS’ rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the CertificatesREMIC I Regular Interests, the Class PPP Certificates and the Class R-1 Residual Interest. The Trustee shall review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and received, the Trustee shall promptly so notify the Servicer. An exception report delivered by the Custodian to the Servicer pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or the Custodian that any document required to be included in the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), (b) such Mortgage Loan is in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the applicable Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereof.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files Files, and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders Trust as holder of the CertificatesREMIC I Regular Interests and the Class R-1 Residual Interest. The Trustee shall agrees, for the benefit of the Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee’s notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G- 2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a “Substitute Mortgage Loan”) which is a “qualified replacement mortgage” (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of “Purchase Price,” the repurchase or substitution must occur within the sooner of (bi) 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall be an adjustable rate mortgage loan with a first Adjustment Date occurring on approximately the same date as, but not earlier than, the first Adjustment Date for the Mortgage Loan being substituted for and adjustments annually thereafter, based on the Index, mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than, and a Margin, Rate Ceiling and Rate Floor equal to or greater than, and a Periodic Cap no more than 0.5 percentage point greater or smaller than, the Mortgage Loan being substituted for. In addition, if the Mortgage Loan being substituted for does not provide for any payments of principal prior to its first Adjustment Date, such substitute Mortgage Loan also shall not provide for such payments of principal. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will during the calendar month in which the substitution occurs to the last day of such month at a rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a Mortgage Loan pursuant to this Section 2.07. Furthermore, such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 2.08 hereof would not give rise have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. In addition, such Substitute Mortgage Loan shall not be a tax on a prohibited transaction, High Cost Loan or Covered Loan (as such terms are defined in Section 860F(athe Standard & Poor's LEVELS® Glossary in effect on the date of substitution, with such exceptions thereto as the Company and S&P may reasonably agree). A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany or the Company’s designee the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS® System in accordance with MERS’ rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Acceptance by Trustee. The Trustee acknowledges receipt (or or, with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files Files, and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders Trust as holder of the CertificatesREMIC I Regular Interests and the Class R-1 Residual Interest. The Trustee shall agrees, for the benefit of the Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee’s notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a “Substitute Mortgage Loan”) which is a “qualified replacement mortgage” (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of “Purchase Price”, the repurchase or substitution must occur within the sooner of (bi) such 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will during the calendar month in which the substitution occurs to the last day of such month at a rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a Mortgage Loan pursuant to this Section 2.07. Furthermore, such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 2.08 hereof would not give rise have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. In addition, such Substitute Mortgage Loan shall not be a tax on a prohibited transaction, High Cost Loan or Covered Loan (as such terms are defined in Section 860F(athe Standard & Poor's LEVELS® Glossary in effect on the date of substitution, with such exceptions thereto as the Company and S&P may reasonably agree). A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany or the Company’s designee the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS® System in accordance with MERS’ rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files Files, and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the CertificatesREMIC I Regular Interests and the Class R-1 Residual Interest. The Trustee shall agrees, for the benefit of the Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee’s notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G- 2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a “Substitute Mortgage Loan”) which is a “qualified replacement mortgage” (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of “Purchase Price,” the repurchase or substitution must occur within the sooner of (bi) 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall be an adjustable rate mortgage loan with a first Adjustment Date occurring on approximately the same date as, but not earlier than, the first Adjustment Date for the Mortgage Loan being substituted for and adjustments annually thereafter, based on the Index, mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than, and a Margin, Rate Ceiling and Rate Floor equal to or greater than, and a Periodic Cap no more than 0.5 percentage point greater or smaller than, the Mortgage Loan being substituted for. In addition, if the Mortgage Loan being substituted for does not provide for any payments of principal prior to its first Adjustment Date, such substitute Mortgage Loan also shall not provide for such payments of principal. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will not give rise during the calendar month in which the substitution occurs to the last day of such month at a tax on rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a prohibited transactionMortgage Loan pursuant to this Section 2.07. Furthermore, as defined such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 860F(a2.08 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass- Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS® System in accordance with MERS’ rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the Certificates. The Trustee shall review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and received, the Trustee shall promptly so notify the Servicer. An exception report delivered by the Custodian to the Servicer pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or of the Custodian that any document required to be included in the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce the such Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the a Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), (b) such Mortgage Loan is in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the applicable Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce the such Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. If a Seller is the Servicer, then the Trustee may, but shall not be obligated to (or, if so directed by Certificateholders holding Certificates which evidence Percentage Interests aggregating not less than 25% of REMIC I, then the Trustee shall), give the notification to such Seller and, if applicable, require the repurchase or substitution by such Seller provided for in the immediately preceding paragraph, in the event that any document required to be included in the Mortgage File for a Mortgage Loan sold by such Seller has not been executed and received. In connection with the enforcement of the a Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereof.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files Files, and related documents and property held by it at any time are held by it in its capacity as Trustee of the Trust for the benefit of the holders of the Certificates. The Trustee shall agrees, for the benefit of the Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M K hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee’s notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a “Substitute Mortgage Loan”) which is a “qualified replacement mortgage” (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of “Purchase Price,” the repurchase or substitution must occur within the sooner of (bi) 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall be an adjustable rate mortgage loan with a first Adjustment Date occurring on approximately the same date as, but not earlier than, the first Adjustment Date for the Mortgage Loan being substituted for and adjustments annually thereafter, be based on the same Index as, mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than, and a Margin, Rate Ceiling and Rate Floor equal to or greater than, and a Periodic Cap no more than 0.5 percentage point greater or smaller than, the Mortgage Loan being substituted for. In addition, if the Mortgage Loan being substituted for does not provide for any payments of principal prior to its first Adjustment Date, such substitute Mortgage Loan also shall not provide for such payments of principal. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will not give rise during the calendar month in which the substitution occurs to the last day of such month at a tax on rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Distribution Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a prohibited transactionMortgage Loan pursuant to this Section 2.07. Furthermore, as defined such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 860F(a2.08 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Distribution Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS® System in accordance with MERS’ rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the Certificates.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreementthat the Custodian, including the Initial Custodial Agreement, receipt by the Custodian thereunder) acting on behalf of the Trust of Trustee, has received (subject to any exceptions noted in the initial certification described below), the documents referred to in Section 2.05 above2.01 and that the Trustee has received all other assets included in the definition of "Trust Fund" and declares that it holds or will hold the assets included in the definition of "Trust Fund" (to the extent delivered or assigned to the Trustee), but without having made in trust for the review required to be made within 45 days pursuant to this Section 2.07exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that all Mortgage Pool Assetsagrees, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of Certificateholders, to cause the Certificates. The Trustee shall Custodian to review (oreach Mortgage File on or before the Closing Date to verify that such Mortgage File includes a Mortgage Note and to execute and deliver, with respect or cause to be executed and delivered, to the Mortgage Loans identified Seller, the Trustee, the Servicer an initial certification substantially in the Initial form annexed hereto as Exhibit N. Pursuant to the Custodial Agreement, cause in conducting such review, the Initial Custodian is required to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, ascertain whether all required documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such whether those documents relate relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified loans it has received. Neither the Custodian nor the Trustee shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded, or are in recordable form or that they are other than what they purport to be on their face. Within 180 days of the Closing Date the Trustee will cause the Custodian to review, for the benefit of the Certificateholders, the Mortgage Files delivered to it and will execute and deliver to the Seller, the Servicer a final certification substantially in the form annexed hereto as Exhibit O. If, in the process of reviewing the Mortgage Loan Schedule. In performing Files and preparing the certifications referred to above, the Custodian finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, the Custodian is required pursuant to the Custodial Agreement, to notify the Trustee, the Company and the Seller, and the Trustee shall request that the Seller cure any such reviewdefect within 90 days from the date on which the Seller was notified of such defect, and if the Seller does not cure such defect in all material respects during such period, the Trustee may rely upon shall request on behalf of the purported genuineness and due execution of any such document, and on Certificateholders that the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: Seller either (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the substitute for such Mortgage Loan Schedulea Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.04, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the Mortgage File for a purchase such Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and received, the Trustee shall promptly so notify the Servicer. An exception report delivered by the Custodian to the Servicer pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or Trust Fund at the Custodian that any document required to be included in Purchase Price within 90 days after the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify date on which the Seller was notified of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4defect; provided, however, provided that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) if such defect would cause the Mortgage Loan to be other than a “"qualified mortgage” (" as defined in Section 860G(a)(3) of the Code), (b) any such cure, substitution or repurchase must occur within 90 days from the date such breach was discovered. It is understood and agreed that the obligation of the Seller to cure a material defect in, or substitute for, or purchase 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 Certificateholders or the Trustee on behalf of Certificateholders. The Purchase Price for the purchased Mortgage Loan shall be deposited or caused to be deposited upon receipt by the Trustee in the Payment Account, or upon receipt by the Servicer in the Custodial Account. Upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall release or cause to be released to the Seller the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller shall require as necessary to vest in the Seller ownership of any Mortgage Loan released pursuant hereto and at such time the Trustee shall have no further responsibility with respect to the related Mortgage File. In furtherance of the foregoing, if the Subservicer or Seller that repurchases the Mortgage Loan is in defaultnot a member of MERS and the Mortgage is registered on the MERS(R) System, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the its own expense and without any right of the Sellerreimbursement, delivers shall cause MERS to the Trustee execute and deliver an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.3 assignment of the Mortgage Loan Purchase Agreement, in recordable form to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase or substitution obligation pursuant to Section 2.4 of transfer the Mortgage Loan Purchase Agreement, from MERS to such Subservicer or Seller and shall cause such Mortgage to be removed from registration on the Servicer MERS(R) System in accordance with MERS' rules and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereofregulations.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the the Certificates. The Trustee shall review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and received, the Trustee shall promptly so notify the Servicer. An exception report delivered by the Custodian to the Servicer pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or the Custodian that any document required to be included in the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce the such Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the a Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), (b) such Mortgage Loan is in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the applicable Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce the such Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. If a Seller is the Servicer, then the Trustee may, but shall not be obligated to (or, if so directed by Certificateholders holding Certificates which evidence Percentage Interests aggregating not less than 25%, then the Trustee shall), give the notification to such Seller and, if applicable, require the repurchase or substitution by such Seller provided for in the immediately preceding paragraph, in the event that any document required to be included in the Mortgage File for a Mortgage Loan sold by such Seller has not been executed and received. In connection with the enforcement of the a Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereof.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files Files, and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders Trust as holder of the CertificatesREMIC I Regular Interests and the Class R-1 Residual Interest. The Trustee shall agrees, for the benefit of the Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “"Mortgage File,” " known by the Trustee to be required) pursuant to the definition of “"Mortgage File” " and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such noticeClosing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1. Upon notice 860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “"qualified mortgage” " (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of "Purchase Price", the repurchase or substitution must occur within the sooner of (bi) such 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will not give rise during the calendar month in which the substitution occurs to the last day of such month at a tax on rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a prohibited transactionMortgage Loan pursuant to this Section 2.07. Furthermore, as defined such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 860F(a2.08 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS(R) System in accordance with MERS' rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assetsagrees, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the Certificates. The Trustee shall Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee’s notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a “Substitute Mortgage Loan”) which is a “qualified replacement mortgage” (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of “Purchase Price,” the repurchase or substitution must occur within the sooner of (bi) 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall be an adjustable rate mortgage loan with a first Adjustment Date occurring on approximately the same date as, but not earlier than, the first Adjustment Date for the Mortgage Loan being substituted for and adjustments annually thereafter, be based on the same Index as, mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than, and a Margin, Rate Ceiling and Rate Floor equal to or greater than, and a Periodic Cap no more than 0.5 percentage point greater or smaller than, the Mortgage Loan being substituted for. In addition, if the Mortgage Loan being substituted for does not provide for any payments of principal prior to its first Adjustment Date, such substitute Mortgage Loan also shall not provide for such payments of principal. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will not give rise during the calendar month in which the substitution occurs to the last day of such month at a tax on rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a prohibited transactionMortgage Loan pursuant to this Section 2.07. Furthermore, as defined such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 860F(a2.08 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS® System in accordance with MERS’ rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the Certificates. The Trustee shall review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: : (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and received, the Trustee shall promptly so notify the Servicer. An exception report delivered by the Custodian to the Servicer pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or the Custodian that any document required to be included in the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce the such Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the a Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), (b) such Mortgage Loan is in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the applicable Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce the such Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. If a Seller is the Servicer, then the Trustee may, but shall not be obligated to (or, if so directed by Certificateholders holding Certificates which evidence Percentage Interests aggregating not less than 25%, then the Trustee shall), give the notification to such Seller and, if applicable, require the repurchase or substitution by such Seller provided for in the immediately preceding paragraph, in the event that any document required to be included in the Mortgage File for a Mortgage Loan sold by such Seller has not been executed and received. In connection with the enforcement of the a Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereof.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the CertificatesREMIC I and REMIC II Regular Interests and the Class R-1 and Class R-2 Residual Interests. The Trustee shall review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and received, the Trustee shall promptly so notify the Servicer. An exception report delivered by the Custodian to the Servicer pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or the Custodian that any document required to be included in the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), (b) such Mortgage Loan is in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the applicable Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereof.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the CertificatesREMIC I Regular Interests, the Class PPP Certificates and the Class R-1 Residual Interest. The Trustee shall review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and received, the Trustee shall promptly so notify the Servicer. An exception report delivered by the Custodian to the Servicer pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or the Custodian that any document required to be included in the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce the such Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the a Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), (b) such Mortgage Loan is in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the applicable Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the applicable Seller of such defect and take appropriate steps on behalf of the Trust to enforce the such Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. If a Seller is the Servicer, then the Trustee may, but shall not be obligated to (or, if so directed by Certificateholders holding Certificates which evidence Percentage Interests aggregating not less than 25% of REMIC III, then the Trustee shall), give the notification to such Seller and, if applicable, require the repurchase or substitution by such Seller provided for in the immediately preceding paragraph, in the event that any document required to be included in the Mortgage File for a Mortgage Loan sold by such Seller has not been executed and received. In connection with the enforcement of the a Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereof.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files Files, and related documents and property held by it at any time are held by it in its capacity as Trustee of the Trust for the benefit of the holders of the Certificates. The Trustee shall agrees, for the benefit of the Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, or cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “"Mortgage File,” " known by the Trustee to be required) pursuant to the definition of “"Mortgage File” " and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “"qualified mortgage” " (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of "Purchase Price," the repurchase or substitution must occur within the sooner of (bi) 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall be an adjustable rate mortgage loan with a first Adjustment Date occurring on approximately the same date as, but not earlier than, the first Adjustment Date for the Mortgage Loan being substituted for and adjustments annually thereafter, be based on the same Index as, mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than, and a Margin, Rate Ceiling and Rate Floor equal to or greater than, and a Periodic Cap no more than 0.5 percentage point greater or smaller than, the Mortgage Loan being substituted for. In addition, if the Mortgage Loan being substituted for does not provide for any payments of principal prior to its first Adjustment Date, such substitute Mortgage Loan also shall not provide for such payments of principal. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will not give rise during the calendar month in which the substitution occurs to the last day of such month at a tax on rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a prohibited transactionMortgage Loan pursuant to this Section 2.07. Furthermore, as defined such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 860F(a2.08 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS(R) System in accordance with MERS' rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the Certificates.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial AgreementCustodian, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust Trustee, by execution and delivery hereof, acknowledges receipt of the documents referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the Certificates. The Trustee shall review (or, with respect to the Mortgage Loans identified in the Initial Custodial AgreementCertification issued by it in the form annexed hereto as Exhibit G and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files, cause and the Trustee declares 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 Custodian acknowledges that it will maintain possession in the State of California or Utah of the Mortgage Notes held by it, unless otherwise permitted by the Rating Agencies and the Trustee. The Custodian agrees to execute and deliver on the Closing Date to the Depositor and the Trustee 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 acknowledges, subject to reviewany applicable exceptions noted on Exhibit G, that such documents appear regular on their face and relate to such Mortgage Loan. The Custodian shall not be under any duty or obligation to (i) each 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 or (ii) determine whether the Mortgage File within 45 includes any of the documents specified in Section 2.01(c)(iv) unless the Mortgage Loan Schedule indicates that such documents should be included. Not later than 90 days after the Closing Date and Date, the Custodian shall deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company Depositor and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) Final Certification in the form attached annexed hereto as Exhibit M heretoH, to with any applicable exceptions noted thereon. The Custodian shall make available, upon request of any Certificateholder, a copy of any exceptions noted on the effect thatInitial Certification or the Final Certification. The Custodian shall make available, except as notedupon request of the Trustee, all documents required (the identity of the originator for any Mortgage Loan with a material exception. If, in the case course of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee Custodian finds any document or documents required to be included 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 Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and received, the Trustee shall promptly so notify the Servicer. An exception report delivered by the Custodian to the Servicer pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or the Custodian that any document required to be included in the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4Final Certification; provided, however, that the Servicer Custodian shall not require 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 permit assignee thereof, in and to that Mortgage Note, (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 or (iii) determine whether the Mortgage File includes any of the documents specified in Section 2.01(c)(iv) unless the Mortgage Loan Schedule indicates that such documents should be included. Upon receiving the Final Certification from the Custodian, the Trustee shall notify the Seller to repurchase of any document defects listed as exceptions in each such Final Certification. Upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a Mortgage Loan pursuant to such Section 2.4 breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) such defect would cause the in respect of any Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), (b) that materially adversely affects such Mortgage Loan is in default, or default is in the judgment interests of the Servicer reasonably imminentrelated Certificateholders in such Mortgage Loan, or (c) the Servicer, at party discovering such breach shall give prompt written notice to the expense other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the SellerMortgage Loans, delivers the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will property not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) be part of the Code; provided, further, that Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such defect consists solely conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the failure of the Seller Depositor’s right, title and interest in and to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase AgreementLoans, the Servicer related Mortgage Notes and the Trustee related documents, and that this Agreement shall comply with the additional provisions set forth in Section 2.10 hereofconstitute a security agreement under applicable law.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files Files, and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the Certificates. The Trustee shall agrees, for the benefit of the Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “"Mortgage File,” " known by the Trustee to be required) pursuant to the definition of “"Mortgage File” " and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the constituting a part of a Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the ServicerCompany. An exception report delivered by The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Custodian Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the Servicer pursuant to three-month period commencing on the Custodial Agreement shall be deemed to constitute such notice. Upon notice Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee Trust at the Purchase Price, or the Custodian that (ii) substitute for any document required Mortgage Loan to be included which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Mortgage File for a Mortgage Loan has not been executed and receivedCode) and, (iii) after such three-month or two-year period, as applicable, the Servicer Company shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of repurchase the Mortgage Loan from the Trust at the Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4; provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of Price but only if the Mortgage Loan Purchase Agreement more than two years after is in default or default is, in the Closing Date unless (a) judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “"qualified mortgage” " (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of "Purchase Price", the repurchase or substitution must occur within the sooner of (bi) such 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in defaultcash, or default is in together with unpaid accrued interest, if any, on the judgment difference between the aggregate of the Servicer reasonably imminent, or (c) the Servicer, at the expense principal balances of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust Substitute Mortgage Loans and the Trustee to the effect that the repurchase Principal Balance of such Mortgage Loan will not give rise during the calendar month in which the substitution occurs to the last day of such month at a tax on rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a prohibited transactionMortgage Loan pursuant to this Section 2.07. Furthermore, as defined such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 860F(a2.08 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) of release to the Code; providedCompany the related Mortgage File and shall execute and deliver (or, further, that in the event that such defect consists solely the Mortgage Files are held in the name of the failure of Custodian, shall cause the Seller Custodian to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect execute and take appropriate steps deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to enforce vest in the Seller’s obligationCompany or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, pursuant if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to Section 2.3 be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage Loan Purchase Agreement, in recordable form from MERS to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase Company or substitution obligation pursuant to Section 2.4 of its assignee and shall cause the Mortgage Loan Purchase Agreement, to be removed from registration on the Servicer MERS(R) System in accordance with MERS' rules and procedures. The obligation of the Trustee Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall comply with constitute the additional provisions set forth in Section 2.10 hereofsole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreementthat the Custodian, including the Initial Custodial Agreement, receipt by the Custodian thereunder) acting on behalf of the Trust of Trustee, has received (subject to any exceptions noted in the initial certification described below), the documents referred to in Section 2.05 above2.01 and that the Trustee has received all other assets included in the definition of "Trust Fund" and declares that it holds or will hold the assets included in the definition of "Trust Fund" (to the extent delivered or assigned to the Trustee), but without having made in trust for the review required to be made within 45 days pursuant to this Section 2.07exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that all Mortgage Pool Assetsagrees, Mortgage Files and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of Certificateholders and MBIA, to cause the Certificates. The Trustee shall Custodian to review (oreach Mortgage File on or before the Closing Date to verify that such Mortgage File includes a Mortgage Note and to execute and deliver, with respect or cause to be executed and delivered, to the Mortgage Loans identified Seller, the Trustee, the Servicer and MBIA an initial certification substantially in the Initial form annexed hereto as Exhibit M. Pursuant to the Custodial Agreement, cause in conducting such review, the Initial Custodian is required to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company and the Trustee a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, ascertain whether all required documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such whether those documents relate relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified loans it has received. Neither the Custodian nor the Trustee shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded, or are in recordable form or that they are other than what they purport to be on their face. Within 180 days of the Closing Date the Trustee will cause the Custodian to review, for the benefit of the Certificateholders, the Mortgage Files delivered to it and will execute and deliver to the Seller, the Trustee, the Servicer and MBIA a final certification substantially in the form annexed hereto as Exhibit N. If, in the process of reviewing the Mortgage Loan Schedule. In performing Files and preparing the certifications referred to above, the Custodian finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, the Custodian is required pursuant to the Custodial Agreement, to notify the Trustee, MBIA, the Company and the Seller, and the Trustee shall request that the Seller cure any such reviewdefect within 90 days from the date on which the Seller was notified of such defect, and if the Seller does not cure such defect in all material respects during such period, the Trustee may rely upon shall request on behalf of the purported genuineness and due execution of any such document, and on Certificateholders that the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: Seller either (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the substitute for such Mortgage Loan Schedulea Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.04, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents required to be included in the Mortgage File for a purchase such Mortgage Loan pursuant to the definition of “Mortgage File” not to have been executed and received, the Trustee shall promptly so notify the Servicer. An exception report delivered by the Custodian to the Servicer pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or Trust Fund at the Custodian that any document required to be included in Purchase Price within 90 days after the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify date on which the Seller was notified of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4defect; provided, however, provided that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) if such defect would cause the Mortgage Loan to be other than a “"qualified mortgage” (" as defined in Section 860G(a)(3) of the Code), (b) any such cure, substitution or repurchase must occur within 90 days from the date such breach was discovered. It is understood and agreed that the obligation of the Seller to cure a material defect in, or substitute for, or purchase 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 Certificateholders or the Trustee on behalf of Certificateholders. The Purchase Price for the purchased Mortgage Loan shall be deposited or caused to be deposited upon receipt by the Trustee in the Payment Account, or upon receipt by the Servicer in the Custodial Account. Upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall release or cause to be released to the Seller the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller shall require as necessary to vest in the Seller ownership of any Mortgage Loan released pursuant hereto and at such time the Trustee shall have no further responsibility with respect to the related Mortgage File. In furtherance of the foregoing, if the Subservicer or Seller that repurchases the Mortgage Loan is in defaultnot a member of MERS and the Mortgage is registered on the MERS(R) System, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the its own expense and without any right of the Sellerreimbursement, delivers shall cause MERS to the Trustee execute and deliver an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the event that such defect consists solely of the failure of the Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.3 assignment of the Mortgage Loan Purchase Agreement, in recordable form to comply with the procedure described in such Section 2.3. In connection with the enforcement of the Seller’s repurchase or substitution obligation pursuant to Section 2.4 of transfer the Mortgage Loan Purchase Agreement, from MERS to such Subservicer or Seller and shall cause such Mortgage to be removed from registration on the Servicer MERS(R) System in accordance with MERS' rules and the Trustee shall comply with the additional provisions set forth in Section 2.10 hereofregulations.