Common use of Appointment of the Custodian Clause in Contracts

Appointment of the Custodian. The Trustee may, with the consent of the Master Servicer and the Company, or shall, at the direction of the Company and the Master Servicer, appoint custodians who are not Affiliates of the Company, the Master Servicer or any Seller to hold all or a portion of the Custodial Files as agent for the Trustee, by entering into a Custodial Agreement. Notwithstanding anything to the contrary contained herein, the Company, Master Servicer and Trustee acknowledge that the functions of the Trustee hereunder with respect to the acceptance, custody, inspection and release of Custodial Files, and the preparation and delivery of the Interim Certification required pursuant to Section 2.02, shall be performed by the Custodian as and to the extent set forth in the Custodial Agreement. Subject to Article VIII, the Trustee agrees to comply with the terms of each Custodial Agreement with respect to the Custodial Files and to enforce the terms and provisions thereof against the related custodian for the benefit of the Certificateholders. Each custodian shall be a depository institution subject to supervision by federal or state authority, shall have a combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it holds any Custodial File. Each Custodial Agreement, with respect to the Custodial Files, may be amended only as provided in Section 11.01. The Trustee shall notify the Certificateholders of the appointment of any custodian (other than the custodian appointed as of the Closing Date) pursuant to this Section 8.11.

Appointment of the Custodian. The Trustee may, with the consent of the Master Servicer and the Company, or shall, at the direction of the Company Depositor and with the Master consent of the Servicer, appoint custodians who are not Affiliates of the Company, the Master Servicer or any Seller Custodian to hold all or a portion of the Custodial Files as agent for Mortgage Files. The appointment of the Custodian may at any time be terminated and a substitute Custodian appointed therefor at the direction of the Depositor to the Trustee, by entering into a Custodial Agreementthe consent to which shall not be unreasonably withheld. Notwithstanding anything to the contrary contained herein, the Company, Master Servicer and Trustee acknowledge that the functions of the Trustee hereunder with respect to the acceptance, custody, inspection and release of Custodial Files, and the preparation and delivery of the Interim Certification required pursuant to Section 2.02, The Custodian shall be performed by the Custodian as entitled to its fees and to the extent set forth expenses in accordance with the Custodial Agreement, which fees and expenses shall be paid to the Custodian from the Trust in accordance with Section 8.05. Subject to Article VIIIVIII hereof, the Trustee agrees to comply with the terms of each Custodial Agreement with respect to the Custodial Files Agreement, which agreement may be amended from time to time, and shall have the right to enforce the terms and provisions thereof against the related custodian Custodian for the benefit of the CertificateholdersCertificateholders having an interest in any Mortgage File held by the Custodian. Each custodian shall be a depository institution subject Notwithstanding anything to supervision by federal or state authority, shall have a combined capital and surplus of at least $15,000,000 and shall be qualified to do business the contrary in the jurisdiction in which it holds any Custodial File. Each Custodial this Agreement, with respect the Custodian is not an agent of the Trustee and in no event shall the Trustee be liable for any acts, omission, duties, obligations, or liabilities of the Custodian. In no event shall the appointment of the Custodian pursuant to the Custodial Files, may be amended only as provided in Section 11.01. The Trustee shall notify Agreement diminish the Certificateholders obligations of the appointment of any custodian (other than the custodian appointed as of the Closing Date) pursuant to this Section 8.11Trustee hereunder.

Appointment of the Custodian. The Trustee may, with the consent of the Master Servicer and the Company, or shall, at the direction of the Company and the Master Servicer, appoint custodians who are not Affiliates of the Company, the Master Servicer or any Seller to hold all or a portion of the Custodial Files as agent for the Trustee, by entering into a Custodial Agreement. Notwithstanding anything to the contrary contained herein, the Company, Master Servicer and Trustee acknowledge that the functions of the Trustee hereunder with respect to the acceptance, custody, inspection and release of Custodial Files, and the preparation and delivery of the Interim Certification required pursuant to Section 2.02, shall be performed by the Custodian as and to the extent set forth in the Custodial Agreement. Subject to Article VIII, the Trustee agrees to comply with the terms of each Custodial Agreement with respect to the Custodial Files and to enforce the terms and provisions thereof against the related custodian for the benefit of the Certificateholders. Each custodian shall be a depository institution subject to supervision by federal or state authority, shall have a combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it holds any Custodial File. Each Custodial Agreement, with respect to the Custodial Files, may be amended only as provided in Section 11.01. The Trustee shall notify the Certificateholders of the appointment of any custodian (other than the custodian appointed as of the Closing Date) pursuant to this Section 8.11. Appointment of Office or Agency. The Trustee will maintain an office or agency in the United States at the address designated in Section 11.05 of the Series Supplement where Certificates may be surrendered for registration of transfer or exchange. The Trustee will maintain an office at the address stated in Section 11.05 of the Series Supplement where notices and demands to or upon the Trustee in respect of this Agreement may be served.

Appointment of the Custodian. The Trustee may, with the consent of the Master Servicer and the Company, or shall, at the direction of the Company Depositor and with the Master consent of the Servicer, appoint custodians who are not Affiliates of the Company, the Master Servicer or any Seller Custodian to hold all or a portion of the Custodial Files as agent for Mortgage Files. The appointment of the Custodian may at any time be terminated and a substitute Custodian appointed therefor at the direction of the Depositor to the Trustee, by entering into a the consent to which shall not be unreasonably withheld. The Custodian shall be entitled to its fees and expenses in accordance with the Custodial Agreement. Notwithstanding anything , which fees and expenses shall be paid to the contrary contained herein, Custodian from the Company, Master Servicer sources and Trustee acknowledge that in the functions of the Trustee hereunder with respect to the acceptance, custody, inspection and release of Custodial Files, and the preparation and delivery of the Interim Certification required pursuant to Section 2.02, shall be performed by the Custodian as and to the extent manner set forth in the Custodial AgreementSection 8.05. Subject to Article VIIIVIII hereof, the Trustee agrees to comply with the terms of each Custodial Agreement with respect to the Custodial Files Agreement, which agreement may be amended from time to time, and shall have the right to enforce the terms and provisions thereof against the related custodian Custodian for the benefit of the CertificateholdersCertificateholders having an interest in any Mortgage File held by the Custodian. Each custodian shall be a depository institution subject Notwithstanding anything to supervision by federal or state authority, shall have a combined capital and surplus of at least $15,000,000 and shall be qualified to do business the contrary in the jurisdiction in which it holds any Custodial File. Each Custodial this Agreement, with respect the Custodian is not an agent of the Trustee and in no event shall the Trustee be liable for any acts, omission, duties, obligations, or liabilities of the Custodian. In no event shall the appointment of the Custodian pursuant to the Custodial Files, may be amended only as provided in Section 11.01. The Trustee shall notify Agreement diminish the Certificateholders obligations of the appointment of any custodian (other than the custodian appointed as of the Closing Date) pursuant to this Section 8.11Trustee hereunder.

Appointment of the Custodian. The Trustee may, with the consent of the Master Servicer and the Company, or shall, at the direction of the Company Depositor and with the Master consent of the Servicer, appoint custodians who are not Affiliates of the Company, the Master Servicer or any Seller Custodian to hold all or a portion of the Custodial Files as agent for Mortgage Files. The appointment of the Custodian may at any time be terminated and a substitute Custodian appointed therefor at the direction of the Depositor to the Trustee, by entering into a Custodial Agreementthe consent to which shall not be unreasonably withheld. Notwithstanding anything to the contrary contained herein, the Company, Master Servicer and Trustee acknowledge that the functions of the Trustee hereunder with respect to the acceptance, custody, inspection and release of Custodial Files, and the preparation and delivery of the Interim Certification required pursuant to Section 2.02, The Custodian shall be performed by the Custodian as entititled to its fees and to the extent set forth expenses in accordance with the Custodial Agreement, which fees and expenses shall be paid to the Custodian from the Trust in accordance with Section 8.05. Subject to Article VIIIVIII hereof, the Trustee agrees to comply with the terms of each Custodial Agreement with respect to the Custodial Files Agreement, which agreement may be amended from time to time, and shall have the right to enforce the terms and provisions thereof against the related custodian Custodian for the benefit of the CertificateholdersCertificateholders having an interest in any Mortgage File held by the Custodian. Each custodian shall be a depository institution subject Notwithstanding anything to supervision by federal or state authority, shall have a combined capital and surplus of at least $15,000,000 and shall be qualified to do business the contrary in the jurisdiction in which it holds any Custodial File. Each Custodial this Agreement, with respect the Custodian is not an agent of the Trustee and in no event shall the Trustee be liable for any acts, omission, duties, obligations, or liabilities of the Custodian. In no event shall the appointment of the Custodian pursuant to the Custodial Files, may be amended only as provided in Section 11.01. The Trustee shall notify Agreement diminish the Certificateholders obligations of the appointment of any custodian (other than the custodian appointed as of the Closing Date) pursuant to this Section 8.11Trustee hereunder.

Appointment of the Custodian. The Trustee may, with the consent of the Master Servicer Depositor and the Company, or shall, at the direction of the Company and the Master each Servicer, appoint custodians who are not Affiliates of the Company, the Master Servicer or any Seller Custodian to hold all or a portion of the Custodial Mortgage Files as agent for the Trustee, by entering into a Custodial Agreement. Notwithstanding anything to the contrary contained herein, the Company, Master Servicer and Trustee acknowledge that the functions of the Trustee hereunder with respect to the acceptance, custody, inspection and release of Custodial Files, and the preparation and delivery of the Interim Certification required pursuant to Section 2.02, shall be performed by the Custodian as and to the extent set forth in the Custodial Agreement. The appointment of the Custodian may at any time be terminated and a substitute Custodian appointed therefor upon the reasonable request of the Servicers to the Trustee, the consent to which shall not be unreasonably withheld. The Trustee shall pay any and all fees and expenses of the Custodian in accordance with Section 8.05 hereof and the Custodial Agreement. The Trustee initially appoints Wells Fargo Bank Minnexxxx, National Association, as Custodian, and the Depositor and the Servicers consent to such appointment. Subject to Article VIIIVIII hereof, the Trustee agrees to comply with the terms of each the Custodial Agreement with respect to the Custodial Files and to enforce the terms and provisions thereof against the related custodian Custodian for the benefit of the CertificateholdersCertificateholders having an interest in any Mortgage File held by the Custodian. Each custodian The Custodian shall be a depository institution or trust company subject to supervision by federal or state authority, shall have a combined capital and surplus of at least $15,000,000 10,000,000 and shall be qualified to do business in the jurisdiction in which it holds any Custodial Mortgage File. Each The Custodial Agreement, with respect to the Custodial Files, Agreement may be amended only as provided in Section 11.01therein. The Trustee In no event shall notify the Certificateholders of the appointment of any custodian (other than the custodian appointed as Custodian pursuant to the Custodial Agreement diminish the obligations of the Closing Date) pursuant to this Section 8.11Trustee hereunder.

Appointment of the Custodian. The Trustee may, with the consent of the Master Servicer and the Company, or shall, at the direction of the Company Depositor and with the Master consent of the Servicer, appoint custodians who are not Affiliates of the Company, the Master Servicer or any Seller Custodian to hold all or a portion of the Custodial Mortgage Files as agent for the Trustee, by entering into a Custodial Agreement. Notwithstanding anything to the contrary contained herein, the Company, Master Servicer and Trustee acknowledge that the functions of the Trustee hereunder with respect to the acceptance, custody, inspection and release of Custodial Files, and the preparation and delivery of the Interim Certification required pursuant to Section 2.02, shall be performed by the Custodian as and to the extent set forth in the Custodial Agreement. The appointment of the Custodian may at any time be terminated in accordance with the Custodial Agreement and a substitute custodian appointed therefor upon the reasonable request of the Servicer to the Trustee, the consent to which shall not be unreasonably withheld. The Trustee shall pay the fees (out of the Trustee Fee) and expenses not covered by the monthly fee paid to the Custodian and indemnity afforded to the Custodian (out of the Certificate Account) in accordance with Section 8.05 hereof and the Custodial Agreement. The Trustee, as directed by the Depositor and with the consent of the Servicer initially appoints Deutsche Bank National Trust Company, as Custodian. Subject to Article VIIIVIII hereof, the Trustee agrees to comply with the terms of each the Custodial Agreement with respect to the Custodial Files and to enforce the terms and provisions thereof against the related custodian Custodian for the benefit of the CertificateholdersCertificateholders having an interest in any Mortgage File held by the Custodian. Each custodian The Custodian shall be a depository institution or trust company subject to supervision by federal or state authority, shall have a combined capital and surplus of at least $15,000,000 10,000,000 and shall be qualified to do business in the jurisdiction in which it holds any Custodial Mortgage File. Each The Custodial Agreement, with respect to the Custodial Files, Agreement may be amended only as provided in Section 11.01therein. The Trustee shall notify not be liable for the Certificateholders acts or omissions of the Custodian. In no event shall the appointment of any custodian (other than the custodian appointed as Custodian pursuant to the Custodial Agreement diminish the obligations of the Closing Date) pursuant to this Section 8.11Trustee hereunder.

Appointment of the Custodian. The Trustee may, with the consent of the Master Servicer and the Company, or shall, at the direction of the Company Depositor and with the Master consent of the Applicable Servicer, appoint custodians who are not Affiliates of the Company, the Master Servicer or any Seller Custodian to hold all or a portion of the Custodial Mortgage Files as agent for the Trustee, by entering into a Custodial Agreement. Notwithstanding anything to the contrary contained herein, the Company, Master Servicer and Trustee acknowledge that the functions of the Trustee hereunder with respect to the acceptance, custody, inspection and release of Custodial Files, and the preparation and delivery of the Interim Certification required pursuant to Section 2.02, shall be performed by the Custodian as and to the extent set forth in the Custodial Agreement. The appointment of the Custodian may at any time be terminated in accordance with the Custodial Agreement and a substitute custodian appointed therefor upon the reasonable request of the Applicable Servicer to the Trustee, the consent to which shall not be unreasonably withheld. The Master Servicer shall pay the fees (out of the Master Servicer Fee) and expenses not covered by the monthly fee paid to the Custodian and indemnity afforded to the Custodian (out of the Certificate Account) in accordance with Section 9.05 hereof and the Custodial Agreement. To the extent any fees and expenses of the Custodian are not paid by the Master Servicer, the Securities Administrator shall pay such fees and expenses from the Trust Fund. The Trustee, as directed by the Depositor and with the consent of the Applicable Servicer initially appoints LaSalle Bank National Association, as Custodian. Subject to Article VIIIIX hereof, the Trustee agrees to comply with the terms of each the Custodial Agreement with respect to the Custodial Files and to enforce the terms and provisions thereof against the related custodian Custodian for the benefit of the CertificateholdersCertificateholders having an interest in any Mortgage File held by the Custodian. Each custodian The Custodian shall be a depository institution or trust company subject to supervision by federal or state authority, shall have a combined capital and surplus of at least $15,000,000 10,000,000 and shall be qualified to do business in the jurisdiction in which it holds any Custodial Mortgage File. Each The Custodial Agreement, with respect to the Custodial Files, Agreement may be amended only as provided in Section 11.01therein. The Trustee shall notify not be liable for the Certificateholders acts or omissions of the Custodian. In no event shall the appointment of any custodian (other than the custodian appointed as Custodian pursuant to the Custodial Agreement diminish the obligations of the Closing Date) pursuant to this Section 8.11.Trustee hereunder. 153

Appointment of the Custodian. The Trustee may, with the consent of the Master Servicer and the Company, or shall, at the direction of the Company Depositor and with the Master consent of the Servicer, appoint custodians who are not Affiliates of the Company, the Master Servicer or any Seller Custodian to hold all or a portion of the Custodial Files as agent for Mortgage Files. The appointment of the Custodian may at any time be terminated and a substitute Custodian appointed therefor at the direction of the Depositor to the Trustee, by entering into a Custodial Agreementthe consent to which shall not be unreasonably withheld. Notwithstanding anything to the contrary contained herein, the Company, Master Servicer and Trustee acknowledge that the functions of the Trustee hereunder with respect to the acceptance, custody, inspection and release of Custodial Files, and the preparation and delivery of the Interim Certification required pursuant to Section 2.02, The Custodian shall be performed by the Custodian as entititled to its fees and to the extent set forth expenses in accordance with the Custodial Agreement, which fees and expenses shall be paid to the Custodian from the Trust in accordance with Section 8.05. Subject to Article VIIIVIII hereof, the Trustee agrees to comply with the terms of each Custodial Agreement with respect to the Custodial Files Agreement, which agreement may be amended from time to time, and shall have the right to enforce the terms and provisions thereof against the related custodian Custodian for the benefit of the CertificateholdersCertificateholders having an interest in any Mortgage File held by the Custodian. Each custodian shall be a depository institution subject Notwithstanding anything to supervision by federal or state authority, shall have a combined capital and surplus of at least $15,000,000 and shall be qualified to do business the contrary in the jurisdiction in which it holds any Custodial File. Each Custodial this Agreement, with respect the Custodian is not an agent of the Trustee and in no event shall the Trustee be liable for any acts, omission, duties, obligations, or liabilities of the Custodian. In no event shall the appointment of the Custodian pursuant to the Custodial Files, may be amended only as provided in Section 11.01. The Trustee shall notify Agreement diminish the Certificateholders obligations of the appointment of any custodian (other than the custodian appointed as of the Closing Date) pursuant to this Section 8.11.Trustee hereunder. 153

Appointment of the Custodian. The Trustee may, with the consent of the Master Servicer and the Company, or shall, at the direction of the Company Depositor and with the Master consent of the Servicer, appoint custodians who are not Affiliates of the Company, the Master Servicer or any Seller Custodian to hold all or a portion of the Custodial Files as agent for Mortgage Files. The appointment of the Custodian may at any time be terminated and a substitute Custodian appointed therefor at the direction of the Depositor to the Trustee, by entering into a the consent to which shall not be unreasonably withheld. The Custodian shall be entititled to its fees and expenses in accordance with the Custodial Agreement. Notwithstanding anything , which fees and expenses shall be paid to the contrary contained herein, Custodian from the Company, Master Servicer sources and Trustee acknowledge that in the functions of the Trustee hereunder with respect to the acceptance, custody, inspection and release of Custodial Files, and the preparation and delivery of the Interim Certification required pursuant to Section 2.02, shall be performed by the Custodian as and to the extent manner set forth in the Custodial AgreementSection 8.05. Subject to Article VIIIVIII hereof, the Trustee agrees to comply with the terms of each Custodial Agreement with respect to the Custodial Files Agreement, which agreement may be amended from time to time, and shall have the right to enforce the terms and provisions thereof against the related custodian Custodian for the benefit of the CertificateholdersCertificateholders having an interest in any Mortgage File held by the Custodian. Each custodian shall be a depository institution subject Notwithstanding anything to supervision by federal or state authority, shall have a combined capital and surplus of at least $15,000,000 and shall be qualified to do business the contrary in the jurisdiction in which it holds any Custodial File. Each Custodial this Agreement, with respect the Custodian is not an agent of the Trustee and in no event shall the Trustee be liable for any acts, omission, duties, obligations, or liabilities of the Custodian. In no event shall the appointment of the Custodian pursuant to the Custodial Files, may be amended only as provided in Section 11.01. The Trustee shall notify Agreement diminish the Certificateholders obligations of the appointment of any custodian (other than the custodian appointed as of the Closing Date) pursuant to this Section 8.11Trustee hereunder.

Appointment of the Custodian. The Trustee may, with the consent of the Master Servicer and the Company, or shall, at the direction of the Company Depositor and with the Master consent of the Servicer, appoint custodians who are not Affiliates of the Company, the Master Servicer or any Seller Custodian to hold all or a portion of the Custodial Files as agent for Mortgage Files. The appointment of the Custodian may at any time be terminated and a substitute Custodian appointed therefor at the direction of the Depositor to the Trustee, by entering into a Custodial Agreementthe consent to which shall not be unreasonably withheld. Notwithstanding anything to the contrary contained herein, the Company, Master Servicer and Trustee acknowledge that the functions of the Trustee hereunder with respect to the acceptance, custody, inspection and release of Custodial Files, and the preparation and delivery of the Interim Certification required pursuant to Section 2.02, The Custodian shall be performed by the Custodian as entitled to its fees and to the extent set forth expenses in accordance with the Custodial Agreement, which fees and expenses shall be paid to the Custodian from the Trust in accordance with Section 8.05. Subject to Article VIIIVIII hereof, the Trustee agrees to comply with the terms of each Custodial Agreement with respect to the Custodial Files Agreement, which agreement may be amended from time to time, and shall have the right to enforce the terms and provisions thereof against the related custodian Custodian for the benefit of the CertificateholdersCertificateholders having an interest in any Mortgage File held by the Custodian. Each custodian shall be a depository institution subject Notwithstanding anything to supervision by federal or state authority, shall have a combined capital and surplus of at least $15,000,000 and shall be qualified to do business the contrary in the jurisdiction in which it holds any Custodial File. Each Custodial this Agreement, with the Custodian is not an agent of the Trustee and in no event shall the Trustee be liable for any acts, omission, duties, obligations, or liabilities of the Custodian. In no event shall the appointment of the Custodian pursuant to the Custodial Agreement diminish the obligations of the Trustee hereunder. With respect to the Custodial Files, may be amended only as provided in Section 11.01. The Trustee shall notify the Certificateholders duties and obligations of the appointment Custodian, to the extent of any custodian (other than conflict between the custodian appointed as terms of the Closing Date) pursuant to Custodial Agreement and this Section 8.11Agreement, the terms of the Custodial Agreement shall control.

Appointment of the Custodian. The Trustee may, with the consent of the Master Servicer and the Company, or shall, at the direction of the Company Depositor and with the Master consent of the Servicer, appoint custodians who are not Affiliates of the Company, the Master Servicer or any Seller Custodian to hold all or a portion of the Custodial Mortgage Files as agent for the Trustee, by entering into a Custodial Agreement. Notwithstanding anything to the contrary contained herein, the Company, Master Servicer and Trustee acknowledge that the functions of the Trustee hereunder with respect to the acceptance, custody, inspection and release of Custodial Files, and the preparation and delivery of the Interim Certification required pursuant to Section 2.02, shall be performed by the Custodian as and to the extent set forth in the Custodial Agreement. The appointment of the Custodian may at any time be terminated and a substitute custodian appointed therefor upon the reasonable request of the Servicer to the Trustee, the consent to which shall not be unreasonably withheld. The Trustee shall pay the fees (out of the Trustee Fee) and expenses not covered by the monthly fee paid to the Custodian (out of the Distribution Account) in accordance with Section 8.05 hereof and the Custodial Agreement. The Trustee, as directed by the Depositor and with the consent of the Servicer initially appoints Xxxxx Fargo Bank, N.A., as Custodian. Subject to Article VIIIVIII hereof, the Trustee agrees to comply with the terms of each the Custodial Agreement with respect to the Custodial Files and to enforce the terms and provisions thereof against the related custodian Custodian for the benefit of the CertificateholdersCertificateholders having an interest in any Mortgage File held by the Custodian. Each custodian The Custodian shall be a depository institution or trust company subject to supervision by federal or state authority, shall have a combined capital and surplus of at least $15,000,000 10,000,000 and shall be qualified to do business in the jurisdiction in which it holds any Custodial Mortgage File. Each The Custodial Agreement, with respect to the Custodial Files, Agreement may be amended only as provided in Section 11.01therein. The Trustee shall notify not be liable for the Certificateholders acts or omissions of the Custodian. In no event shall the appointment of any custodian (other than the custodian appointed as Custodian pursuant to the Custodial Agreement diminish the obligations of the Closing Date) pursuant to this Section 8.11Trustee hereunder.