Common use of Certain Matters Regarding any Custodian Appointed Hereunder Clause in Contracts

Certain Matters Regarding any Custodian Appointed Hereunder. (a) The Custodian shall maintain continuous custody of all items constituting the Trustee Mortgage Files in secure facilities in accordance with customary standards for such custody and shall reflect in its records the interest of the Trustee for the benefit of the Certificateholders therein. Each Mortgage Note (and Assignment of Mortgage) shall be maintained in fire resistant facilities. (b) With respect to the documents constituting each Trustee Mortgage File relating to a Mortgage Loan listed on the Mortgage Loan Schedule, the Custodian shall (i) act exclusively as the custodian for the Trustee, (ii) hold all documents constituting such Trustee Mortgage File received by it for the exclusive use and benefit of the Trust, and (iii) make disposition thereof only in accordance with the terms of this Agreement. (c) In the event that (i) the Trustee, a Servicer, the Securities Administrator, the Master Servicer or the Custodian shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Trustee Mortgage File or any document included within a Trustee Mortgage File or (ii) a third party shall institute any court proceeding by which any Trustee Mortgage File or a document included within a Trustee Mortgage File shall be required to be delivered otherwise than in accordance with the provisions of this Agreement, the party receiving such service shall promptly deliver or cause to be delivered to the other parties to this Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian shall, to the extent permitted by law, continue to hold and maintain all the Trustee Mortgage Files that are the subject of such proceedings pending a final, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, the Custodian shall dispose of such Trustee Mortgage File or any document included within such Trustee Mortgage File as directed by the Trustee which shall give a direction consistent with such determination. Expenses and fees (including reasonable attorney’s fees) of the Custodian incurred as a result of such proceedings shall be borne by the Trust Fund. (d) The Custodian shall provide access to the Mortgage Loan Documents in its possession regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Master Servicer, the Securities Administrator, the related Servicer, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Custodian. The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. (e) The Custodian shall have no duties or responsibilities except those that are specifically set forth herein, or as subsequently agreed in writing by the parties hereto, and no implied covenants or obligations shall be read into this Agreement against the Custodian. (f) The Custodian shall have no responsibility nor duty with respect to any Trustee Mortgage Files while not in its possession. (g) The Custodian shall be under no obligation to make any investigation into the facts or matters stated in any resolution, exhibit, request, representation, opinion, certificate, statement, acknowledgement, consent, order or document in the Trustee Mortgage File. (h) If the Trustee and a Custodian are the same Person, any removal or resignation of that Person in either capacity shall also result in the removal of the Person in its other capacity. (i) In the event that the Custodian fails to produce a Mortgage Note, Assignment of Mortgage or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2.01 within five (5) Business Days after required or requested by the Depositor, the Trustee, the Master Servicer or the related Servicer, and provided, that (i) Custodian previously delivered to the Trustee an Initial Certification or a Final Certification with respect to such document; (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee (a “Custodial Delivery Failure”), then the Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to the Depositor, the Trustee, the Master Servicer or the Servicer upon request, a Lost Note Affidavit in the form of Exhibit R annexed hereto and (b) with respect to any missing document related to such Mortgage Loan including but not limited to, a missing Mortgage Note, indemnify the Depositor, Trustee, the Master Servicer or the Servicer in accordance with the succeeding paragraph of this Section 6.21(i). The Custodian appointed hereunder agrees to indemnify and hold the Depositor, the Trustee, the Master Servicer and the Servicer and their respective employees, officers, directors and agents harmless against any and all direct liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of such Custodial Delivery Failure. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunder. For the avoidance of doubt, if the entity serving as Trustee is also serving as a Custodian, such entity in its capacity as Custodian shall have the same rights, protections and indemnities as are afforded to the Trustee hereunder provided that such Custodian shall not be indemnified by the Trust Fund for any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees.

Certain Matters Regarding any Custodian Appointed Hereunder. (a) The Custodian shall maintain continuous custody of all items constituting the Trustee Mortgage Files in secure facilities in accordance with customary standards for such custody and shall reflect in its records the interest of the Trustee for the benefit of the Certificateholders therein. Each Mortgage Note (and Assignment of Mortgage) shall be maintained in fire resistant facilities. (b) With respect to the documents constituting each Trustee Mortgage File relating to a Mortgage Loan listed on the Mortgage Loan Schedule, the Custodian shall (i) act exclusively as the custodian for the Trustee, (ii) hold all documents constituting such Trustee Mortgage File received by it for the exclusive use and benefit of the Trust, and (iii) make disposition thereof only in accordance with the terms of this Agreement. (c) In the event that (i) the Trustee, a Servicer, the Securities Administrator, the Master Servicer or the Custodian shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Trustee Mortgage File or any document included within a Trustee Mortgage File or (ii) a third party shall institute any court proceeding by which any Trustee Mortgage File or a document included within a Trustee Mortgage File shall be required to be delivered otherwise than in accordance with the provisions of this Agreement, the party receiving such service shall promptly deliver or cause to be delivered to the other parties to this Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian shall, to the extent permitted by law, continue to hold and maintain all the Trustee Mortgage Files that are the subject of such proceedings pending a final, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, the Custodian shall dispose of such Trustee Mortgage File or any document included within such Trustee Mortgage File as directed by the Trustee which shall give a direction consistent with such determination. Expenses and fees (including reasonable attorney’s 's fees) of the Custodian incurred as a result of such proceedings shall be borne by the Trust Fund. (d) The Custodian shall provide access to the Mortgage Loan Documents in its possession regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Master Servicer, the Securities Administrator, the related Servicer, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Custodian. The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. (e) The Custodian shall have no duties or responsibilities except those that are specifically set forth herein, or as subsequently agreed in writing by the parties hereto, and no implied covenants or obligations shall be read into this Agreement against the Custodian. (f) The Custodian shall have no responsibility nor duty with respect to any Trustee Mortgage Files while not in its possession. (g) The Custodian shall be under no obligation to make any investigation into the facts or matters stated in any resolution, exhibit, request, representation, opinion, certificate, statement, acknowledgement, consent, order or document in the Trustee Mortgage File. (h) If the Trustee and a Custodian are the same Person, any removal or resignation of that Person in either capacity shall also result in the removal of the Person in its other capacity. (i) In the event that the Custodian fails to produce a Mortgage Note, Assignment of Mortgage or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2.01 within five (5) Business Days after required or requested by the Depositor, the Trustee, the Master Servicer or the related Servicer, and provided, that (i) Custodian previously delivered to the Trustee an Initial Certification or a Final Certification with respect to such document; (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee (a “Custodial Delivery Failure”), then the Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to the Depositor, the Trustee, the Master Servicer or the Servicer upon request, a Lost Note Affidavit in the form of Exhibit R annexed hereto and (b) with respect to any missing document related to such Mortgage Loan including but not limited to, a missing Mortgage Note, indemnify the Depositor, Trustee, the Master Servicer or the Servicer in accordance with the succeeding paragraph of this Section 6.21(i). The Custodian appointed hereunder agrees to indemnify and hold the Depositor, the Trustee, the Master Servicer and the Servicer and their respective employees, officers, directors and agents harmless against any and all direct liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of such Custodial Delivery Failure. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunder. For the avoidance of doubt, if the entity serving as Trustee is also serving as a Custodian, such entity in its capacity as Custodian shall have the same rights, protections and indemnities as are afforded to the Trustee hereunder provided that such Custodian shall not be indemnified by the Trust Fund for any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees."

Certain Matters Regarding any Custodian Appointed Hereunder. (a) The Custodian shall maintain continuous custody of all items constituting the Trustee Mortgage Files in secure facilities in accordance with customary standards for such custody and shall reflect in its records the interest of the Trustee for the benefit of the Certificateholders therein. Each Mortgage Note (and Assignment of Mortgage) shall be maintained in fire resistant facilities. (b) With respect to the documents constituting each Trustee Mortgage File relating to a Mortgage Loan listed on the Mortgage Loan Schedule, the Custodian shall (i) act exclusively as the custodian for the Trustee, (ii) hold all documents constituting such Trustee Mortgage File received by it for the exclusive use and benefit of the Trust, and (iii) make disposition thereof only in accordance with the terms of this Agreement. (c) In the event that (i) the Trustee, a Servicer, the Securities Administrator, the Master Servicer or the Custodian shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Trustee Mortgage File or any document included within a Trustee Mortgage File or (ii) a third party shall institute any court proceeding by which any Trustee Mortgage File or a document included within a Trustee Mortgage File shall be required to be delivered otherwise than in accordance with the provisions of this Agreement, the party receiving such service shall promptly deliver or cause to be delivered to the other parties to this Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian shall, to the extent permitted by law, continue to hold and maintain all the Trustee Mortgage Files that are the subject of such proceedings pending a final, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, the Custodian shall dispose of such Trustee Mortgage File or any document included within such Trustee Mortgage File as directed by the Trustee which shall give a direction consistent with such determination. Expenses and fees (including reasonable attorney’s 's fees) of the Custodian incurred as a result of such proceedings shall be borne by the Trust Fund. (d) The Custodian shall provide access to the Mortgage Loan Documents in its possession regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Master Servicer, the Securities Administrator, the related Servicer, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Custodian. The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. (e) The Custodian shall have no duties or responsibilities except those that are specifically set forth herein, or as subsequently agreed in writing by the parties hereto, and no implied covenants or obligations shall be read into this Agreement against the Custodian. (f) The Custodian shall have no responsibility nor duty with respect to any Trustee Mortgage Files while not in its possession. (g) The Custodian shall be under no obligation to make any investigation into the facts or matters stated in any resolution, exhibit, request, representation, opinion, certificate, statement, acknowledgement, consent, order or document in the Trustee Mortgage File. (h) If the Trustee and a Custodian are the same Person, any removal or resignation of that Person in either capacity shall also result in the removal of the Person in its other capacity. (i) In the event that the Custodian fails to produce a Mortgage Note, Assignment of Mortgage or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2.01 within five (5) Business Days after required or requested by the Depositor, the Trustee, the Master Servicer or the related Servicer, and provided, that (i) Custodian previously delivered to the Trustee an Initial Certification or a Final Certification with respect to such document; (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee (a “"Custodial Delivery Failure”"), then the Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to the Depositor, the Trustee, the Master Servicer or the Servicer upon request, a Lost Note Affidavit in the form of Exhibit R annexed hereto and (b) with respect to any missing document related to such Mortgage Loan including but not limited to, a missing Mortgage Note, indemnify the Depositor, Trustee, the Master Servicer or the Servicer in accordance with the succeeding paragraph of this Section 6.21(i). The Custodian appointed hereunder agrees to indemnify and hold the Depositor, the Trustee, the Master Servicer and the Servicer and their respective employees, officers, directors and agents harmless against any and all direct liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of such Custodial Delivery Failure. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunder. For the avoidance of doubt, if the entity serving as Trustee is also serving as a Custodian, such entity in its capacity as Custodian shall have the same rights, protections and indemnities as are afforded to the Trustee hereunder provided that such Custodian shall not be indemnified by the Trust Fund for any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees.

Certain Matters Regarding any Custodian Appointed Hereunder. (a) The Each Custodian shall maintain continuous custody of all items constituting the Trustee Mortgage Files in secure facilities in accordance with customary standards for such custody and shall reflect in its records the interest of the Trustee for the benefit of the Certificateholders therein. Each Mortgage Note (and Assignment of Mortgage) shall be maintained in fire resistant facilities. (b) With respect to the documents constituting each Trustee Mortgage File relating to a Mortgage Loan listed on the Mortgage Loan Schedule, the each Custodian shall (i) act exclusively as the custodian each Custodian for the Trustee, (ii) hold all documents constituting such Trustee Mortgage File received by it for the exclusive use and benefit of the Trust, and (iii) make disposition thereof only in accordance with the terms of this Agreement. (c) In the event that (i) the Trustee, a Servicer, the Securities Administrator, the Master Servicer or the each Custodian shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Trustee Mortgage File or any document included within a Trustee Mortgage File or (ii) a third party shall institute any court proceeding by which any Trustee Mortgage File or a document included within a Trustee Mortgage File shall be required to be delivered otherwise than in accordance with the provisions of this Agreement, the party receiving such service shall promptly deliver or cause to be delivered to the other parties to this Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. The Each Custodian shall, to the extent permitted by law, continue to hold and maintain all the Trustee Mortgage Files that are the subject of such proceedings pending a final, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, the each Custodian shall dispose of such Trustee Mortgage File or any document included within such Trustee Mortgage File as directed by the Trustee which shall give a direction consistent with such determination. Expenses and fees (including reasonable attorney’s fees) of the each Custodian incurred as a result of such proceedings shall be borne by the Trust Fund. (d) The Each Custodian shall provide access to the Mortgage Loan Documents in its possession regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Master Servicer, the Securities Administrator, the related Servicer, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the each Custodian. The Each Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. (e) The Each Custodian shall have no duties or responsibilities except those that are specifically set forth herein, or as subsequently agreed in writing by the parties hereto, and no implied covenants or obligations shall be read into this Agreement against the each Custodian. (f) The Each Custodian shall have no responsibility nor duty with respect to any Trustee Mortgage Files while not in its possession. (g) The Each Custodian shall be under no obligation to make any investigation into the facts or matters stated in any resolution, exhibit, request, representation, opinion, certificate, statement, acknowledgement, consent, order or document in the Trustee Mortgage File. (h) If the Trustee and a Custodian are the same Person, any removal or resignation of that Person in either capacity shall also result in the removal of the Person in its other capacity. (i) In the event that the each Custodian fails to produce a Mortgage Note, Assignment of Mortgage or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2.01 within five (5) Business Days after required or requested by the Depositor, the Trustee, the Master Servicer or the related Servicer, and provided, that (i) Custodian previously delivered to the Trustee an Initial Certification or a Final Certification with respect to such document; (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the each Custodian on behalf of the Trustee (a “Custodial Delivery Failure”), then the each Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to the Depositor, the Trustee, the Master Servicer or the Servicer upon request, a Lost Note Affidavit in the form of Exhibit R annexed hereto and (b) with respect to any missing document related to such Mortgage Loan including but not limited to, a missing Mortgage Note, indemnify the Depositor, Trustee, the Master Servicer or the Servicer in accordance with the succeeding paragraph of this Section 6.21(i). The Each Custodian appointed hereunder agrees to indemnify and hold the Depositor, the Trustee, the Master Servicer and the Servicer and their respective employees, officers, directors and agents harmless against any and all direct liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of such Custodial Delivery Failure. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the each Custodian hereunder. For the avoidance of doubt, if the entity serving as Trustee is also serving as a Custodian, such entity in its capacity as Custodian shall have the same rights, protections and indemnities as are afforded to the Trustee hereunder provided that such Custodian shall not be indemnified by the Trust Fund for any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement imposed on, incurred by or asserted against the each Custodian because of the breach by the each Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the each Custodian or any of its directors, officers, agents or employees.

Certain Matters Regarding any Custodian Appointed Hereunder. (a) The Custodian shall maintain continuous custody of all items constituting the Trustee Mortgage Files in secure facilities in accordance with customary standards for such custody and shall reflect in its records the interest of the Trustee for the benefit of the Certificateholders therein. Each Mortgage Note (and Assignment of Mortgage) shall be maintained in fire resistant facilities. (b) With respect to the documents constituting each Trustee Mortgage File relating to a Mortgage Loan listed on the Mortgage Loan Schedule, the Custodian shall (i) act exclusively as the custodian for the Trustee, (ii) hold all documents constituting such Trustee Mortgage File received by it for the exclusive use and benefit of the Trust, and (iii) make disposition thereof only in accordance with the terms of this Agreement. (c) In the event that (i) the Trustee, a Servicer, the Securities Administrator, the Master Servicer or the Custodian shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Trustee Mortgage File or any document included within a Trustee Mortgage File or (ii) a third party shall institute any court proceeding by which any Trustee Mortgage File or a document included within a Trustee Mortgage File shall be required to be delivered otherwise than in accordance with the provisions of this Agreement, the party receiving such service shall promptly deliver or cause to be delivered to the other parties to this Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian shall, to the extent permitted by law, continue to hold and maintain all the Trustee Mortgage Files that are the subject of such proceedings pending a final, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, the Custodian shall dispose of such Trustee Mortgage File or any document included within such Trustee Mortgage File as directed by the Trustee which shall give a direction consistent with such determination. Expenses and fees (including reasonable attorney’s 's fees) of the Custodian incurred as a result of such proceedings shall be borne by the Trust Fund. (d) The Custodian shall provide access to the Mortgage Loan Documents in its possession regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Master Servicer, the Securities Administrator, the related Servicer, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Custodian. The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. (e) The Custodian shall have no duties or responsibilities except those that are specifically set forth herein, or as subsequently agreed in writing by the parties hereto, and no implied covenants or obligations shall be read into this Agreement against the Custodian. (f) The Custodian shall have no responsibility nor duty with respect to any Trustee Mortgage Files while not in its possession. (g) The Custodian shall be under no obligation to make any investigation into the facts or matters stated in any resolution, exhibit, request, representation, opinion, certificate, statement, acknowledgement, consent, order or document in the Trustee Mortgage File. (h) If the Trustee and a Custodian are the same Person, any removal or resignation of that Person in either capacity shall also result in the removal of the Person in its other capacity. (i) In the event that the Custodian fails to produce a Mortgage Note, Assignment of Mortgage or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2.01 within five (5) Business Days after required or requested by the Depositor, the Trustee, the Master Servicer or the related Servicer, and provided, that (i) Custodian previously delivered to the Trustee an Initial Certification or a Final Certification with respect to such document; (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee (a “"Custodial Delivery Failure”"), then the Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to the Depositor, the Trustee, the Master Servicer or the Servicer upon request, a Lost Note Affidavit in the form of Exhibit R annexed hereto and (b) with respect to any missing document related to such Mortgage Loan including but not limited to, a missing Mortgage Note, indemnify the Depositor, Trustee, the Master Servicer or the Servicer in accordance with the succeeding paragraph of this Section 6.21(i). The Custodian appointed hereunder agrees to indemnify and hold the Depositor, the Trustee, the Master Servicer and the Servicer and their respective employees, officers, directors and agents harmless against any and all direct liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of such Custodial Delivery Failure. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunder. For the avoidance of doubt, if the entity serving as Trustee is also serving as a Custodian, such entity in its capacity as Custodian shall have the same rights, protections and indemnities as are afforded to the Trustee hereunder provided that such Custodian shall not be indemnified by the Trust Fund for any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees.

Certain Matters Regarding any Custodian Appointed Hereunder. (a) The Custodian shall maintain continuous custody of all items constituting the Trustee Mortgage Files in secure facilities in accordance with customary standards for such custody and shall reflect in its records the interest of the Trustee for the benefit of the Certificateholders therein. Each Mortgage Note (and Assignment of Mortgage) shall be maintained in fire resistant facilities. (b) With respect to the documents constituting each Trustee Mortgage File relating to a Mortgage Loan listed on the Mortgage Loan Schedule, the Custodian shall (i) act exclusively as the custodian Custodian for the Trustee, (ii) hold all documents constituting such Trustee Mortgage File received by it for the exclusive use and benefit of the Trust, and (iii) make disposition thereof only in accordance with the terms of this Agreement. (c) In the event that (i) the Trustee, a Servicer, the Securities Administrator, the Master Servicer or the Custodian shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Trustee Mortgage File or any document included within a Trustee Mortgage File or (ii) a third party shall institute any court proceeding by which any Trustee Mortgage File or a document included within a Trustee Mortgage File shall be required to be delivered otherwise than in accordance with the provisions of this Agreement, the party receiving such service shall promptly deliver or cause to be delivered to the other parties to this Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian shall, to the extent permitted by law, continue to hold and maintain all the Trustee Mortgage Files that are the subject of such proceedings pending a final, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, the Custodian shall dispose of such Trustee Mortgage File or any document included within such Trustee Mortgage File as directed by the Trustee which shall give a direction consistent with such determination. Expenses and fees (including reasonable attorney’s fees) of the Custodian incurred as a result of such proceedings shall be borne by the Trust Fund. (d) The Custodian shall provide access to the Mortgage Loan Documents in its possession regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Master Servicer, the Securities Administrator, the related Servicer, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Custodian. The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. (e) The Custodian shall have no duties or responsibilities except those that are specifically set forth herein, or as subsequently agreed in writing by the parties hereto, and no implied covenants or obligations shall be read into this Agreement against the Custodian. (f) The Custodian shall have no responsibility nor duty with respect to any Trustee Mortgage Files while not in its possession. (g) The Custodian shall be under no obligation to make any investigation into the facts or matters stated in any resolution, exhibit, request, representation, opinion, certificate, statement, acknowledgement, consent, order or document in the Trustee Mortgage File. (h) If the Trustee and a Custodian are the same Person, any removal or resignation of that Person in either capacity shall also result in the removal of the Person in its other capacity. (i) In the event that the Custodian fails to produce a Mortgage Note, Assignment of Mortgage or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2.01 within five (5) Business Days after required or requested by the Depositor, the Trustee, the Master Servicer or the related Servicer, and provided, that (i) Custodian previously delivered to the Trustee an Initial Certification or a Final Certification with respect to such document; (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee (a “Custodial Delivery Failure”), then the Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to the Depositor, the Trustee, the Master Servicer or the Servicer upon request, a Lost Note Affidavit in the form of Exhibit R annexed hereto and (b) with respect to any missing document related to such Mortgage Loan including but not limited to, a missing Mortgage Note, indemnify the Depositor, Trustee, the Master Servicer or the Servicer in accordance with the succeeding paragraph of this Section 6.21(i). The Custodian appointed hereunder agrees to indemnify and hold the Depositor, the Trustee, the Master Servicer and the Servicer and their respective employees, officers, directors and agents harmless against any and all direct liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of such Custodial Delivery Failure. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunder. For the avoidance of doubt, if the entity serving as Trustee is also serving as a Custodian, such entity in its capacity as Custodian shall have the same rights, protections and indemnities as are afforded to the Trustee hereunder provided that such Custodian shall not be indemnified by the Trust Fund for any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees.

Certain Matters Regarding any Custodian Appointed Hereunder. (a) The Custodian shall maintain continuous custody of all items constituting the Trustee Mortgage Files in secure facilities in accordance with customary standards for such custody and shall reflect in its records the interest of the Trustee for the benefit of the Certificateholders therein. Each Mortgage Note (and Assignment of Mortgage) shall be maintained in fire resistant facilities. (b) With respect to the documents constituting each Trustee Mortgage File relating to a Mortgage Loan listed on the Mortgage Loan Schedule, the Custodian shall (i) act exclusively as the custodian for the Trustee, (ii) hold all documents constituting such Trustee Mortgage File received by it for the exclusive use and benefit of the Trust, and (iii) make disposition thereof only in accordance with the terms of this Agreement. (c) In the event that (i) the Trustee, a Servicer, the Securities Administrator, the Master Servicer or the Custodian shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Trustee Mortgage File or any document included within a Trustee Mortgage File or (ii) a third party shall institute any court proceeding by which any Trustee Mortgage File or a document included within a Trustee Mortgage File shall be required to be delivered otherwise than in accordance with the provisions of this Agreement, the party receiving such service shall promptly deliver or cause to be delivered to the other parties to this Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian shall, to the extent permitted by law, continue to hold and maintain all the Trustee Mortgage Files that are the subject of such proceedings pending a final, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, the Custodian shall dispose of such Trustee Mortgage File or any document included within such Trustee Mortgage File as directed by the Trustee which shall give a direction consistent with such determination. Expenses and fees (including reasonable attorney’s 's fees) of the Custodian incurred as a result of such proceedings shall be borne by the Trust Fund. (d) The Custodian shall provide access to the Mortgage Loan Documents in its possession regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Master Servicer, the Securities Administrator, the related Servicer, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Custodian. The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. (e) The Custodian shall have no duties or responsibilities except those that are specifically set forth herein, or as subsequently agreed in writing by the parties hereto, and no implied covenants or obligations shall be read into this Agreement against the Custodian. (f) The Custodian shall have no responsibility nor duty with respect to any Trustee Mortgage Files while not in its possession. (g) The Custodian shall be under no obligation to make any investigation into the facts or matters stated in any resolution, exhibit, request, representation, opinion, certificate, statement, acknowledgement, consent, order or document in the Trustee Mortgage File. (h) If the Trustee and a Custodian are the same Person, any removal or resignation of that Person in either capacity shall also result in the removal of the Person in its other capacity. (i) In the event that the Custodian fails to produce a Mortgage Note, Assignment of Mortgage or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2.01 within five (5) Business Days after required or requested by the Depositor, the Trustee, the Master Servicer or the related Servicer, and provided, that (i) Custodian previously delivered to the Trustee an Initial Certification or a Final Certification with respect to such document; (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee (a “"Custodial Delivery Failure”"), then the Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to the Depositor, the Trustee, the Master Servicer or the Servicer upon request, a Lost Note Affidavit in the form of Exhibit R annexed hereto and (b) with respect to any missing document related to such Mortgage Loan including but not limited to, a missing Mortgage Note, indemnify the Depositor, Trustee, the Master Servicer or the Servicer in accordance with the succeeding paragraph of this Section 6.21(i). The Custodian appointed hereunder agrees to indemnify and hold the Depositor, the Trustee, the Master Servicer and the Servicer and their respective employees, officers, directors and agents harmless against any and all direct liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of such Custodial Delivery Failure. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunder. For the avoidance of doubt, if the entity serving as Trustee is also serving as a Custodian, such entity in its capacity as Custodian shall have the same rights, protections and indemnities as are afforded to the Trustee hereunder provided that such Custodian shall not be indemnified by the Trust Fund for any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees.. 134

Certain Matters Regarding any Custodian Appointed Hereunder. (a) The Custodian shall maintain continuous custody of all items constituting the Trustee Mortgage Files in secure facilities in accordance with customary standards for such custody and shall reflect in its records the interest of the Trustee for the benefit of the Certificateholders therein. Each Mortgage Note (and Assignment of Mortgage) shall be maintained in fire resistant facilities. (b) With respect to the documents constituting each Trustee Mortgage File relating to a Mortgage Loan listed on the Mortgage Loan Schedule, the Custodian shall (i) act exclusively as the custodian for the Trustee, (ii) hold all documents constituting such Trustee Mortgage File received by it for the exclusive use and benefit of the Trust, and (iii) make disposition thereof only in accordance with the terms of this Agreement. (c) In the event that (i) the Trustee, a Servicer, the Securities Administrator, the Master Servicer or the Custodian shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Trustee Mortgage File or any document included within a Trustee Mortgage File or (ii) a third party shall institute any court proceeding by which any Trustee Mortgage File or a document included within a Trustee Mortgage File 111 shall be required to be delivered otherwise than in accordance with the provisions of this Agreement, the party receiving such service shall promptly deliver or cause to be delivered to the other parties to this Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian shall, to the extent permitted by law, continue to hold and maintain all the Trustee Mortgage Files that are the subject of such proceedings pending a final, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, the Custodian shall dispose of such Trustee Mortgage File or any document included within such Trustee Mortgage File as directed by the Trustee which shall give a direction consistent with such determination. Expenses and fees (including reasonable attorney’s 's fees) of the Custodian incurred as a result of such proceedings shall be borne by the Trust Fund. (d) The Custodian shall provide access to the Mortgage Loan Documents in its possession regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Master Servicer, the Securities Administrator, the related Servicer, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Custodian. The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. (e) The Custodian shall have no duties or responsibilities except those that are specifically set forth herein, or as subsequently agreed in writing by the parties hereto, and no implied covenants or obligations shall be read into this Agreement against the Custodian. (f) The Custodian shall have no responsibility nor duty with respect to any Trustee Mortgage Files while not in its possession. (g) The Custodian shall be under no obligation to make any investigation into the facts or matters stated in any resolution, exhibit, request, representation, opinion, certificate, statement, acknowledgement, consent, order or document in the Trustee Mortgage File. (h) If the Trustee and a Custodian are the same Person, any removal or resignation of that Person in either capacity shall also result in the removal of the Person in its other capacity. (i) In the event that the Custodian fails to produce a Mortgage Note, Assignment of Mortgage or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2.01 within five (5) Business Days after required or requested by the Depositor, the Trustee, the Master Servicer or the related Servicer, and provided, that (i) Custodian previously delivered to the Trustee an Initial Certification or a Final Certification with respect to such document; (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee (a “"Custodial Delivery Failure”"), then the Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to the Depositor, the Trustee, the Master Servicer or the Servicer upon request, a Lost Note Affidavit in the form of Exhibit R annexed hereto and (b) with respect to any missing document related to such Mortgage Loan including but not limited to, a missing Mortgage Note, indemnify the Depositor, Trustee, the Master Servicer or the Servicer in accordance with the succeeding paragraph of this Section 6.21(i). The Custodian appointed hereunder agrees to indemnify and hold the Depositor, the Trustee, the Master Servicer and the Servicer and their respective employees, officers, directors and agents harmless against any and all direct liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of such Custodial Delivery Failure. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunder. For the avoidance of doubt, if the entity serving as Trustee is also serving as a Custodian, such entity in its capacity as Custodian shall have the same rights, protections and indemnities as are afforded to the Trustee hereunder provided that such Custodian shall not be indemnified by the Trust Fund for any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees.

Certain Matters Regarding any Custodian Appointed Hereunder. (a) The Custodian shall maintain continuous custody of all items constituting the Trustee Mortgage Files in secure facilities in accordance with customary standards for such custody and shall reflect in its records the interest of the Trustee for the benefit of the Certificateholders therein. Each Mortgage Note (and Assignment of Mortgage) shall be maintained in fire resistant facilities. (b) With respect to the documents constituting each Trustee Mortgage File relating to a Mortgage Loan listed on the Mortgage Loan Schedule, the Custodian shall (i) act exclusively as the custodian for the Trustee, (ii) hold all documents constituting such Trustee Mortgage File received by it for the exclusive use and benefit of the Trust, and (iii) make disposition thereof only in accordance with the terms of this Agreement. (c) In the event that (i) the Trustee, a Servicer, the Securities Administrator, the Master Servicer or the Custodian shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Trustee Mortgage File or any document included within a Trustee Mortgage File or (ii) a third party shall institute any court proceeding by which any Trustee Mortgage File or a document included within a Trustee Mortgage File shall be required to be delivered otherwise than in accordance with the provisions of this Agreement, the party receiving such service shall promptly deliver or cause to be delivered to the other parties to this Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian shall, to the extent permitted by law, continue to hold and maintain all the Trustee Mortgage Files that are the subject of such proceedings pending a final, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, the Custodian shall dispose of such Trustee Mortgage File or any document included within such Trustee Mortgage File as directed by the Trustee which shall give a direction consistent with such determination. Expenses and fees (including reasonable attorney’s 's fees) of the Custodian incurred as a result of such proceedings shall be borne by the Trust Fund. (d) The Custodian shall provide access to the Mortgage Loan Documents in its possession regarding the related Mortgage Loans and REO Property and the servicing servic ing thereof to the Trustee, the Master Servicer, the Securities Administrator, the related Servicer, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Custodian. The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. (e) The Custodian shall have no duties or responsibilities except those that are specifically set forth herein, or as subsequently agreed in writing by the parties hereto, and no implied covenants or obligations shall be read into this Agreement against the Custodian. (f) The Custodian shall have no responsibility nor duty with respect to any Trustee Mortgage Files while not in its possession. (g) The Custodian shall be under no obligation to make any investigation into the facts or matters stated in any resolution, exhibit, request, representation, opinion, certificate, statement, acknowledgement, consent, order or document in the Trustee Mortgage File. (h) If the Trustee and a Custodian are the same Person, any removal or resignation of that Person in either capacity shall also result in the removal of the Person in its other capacity. (i) In the event that the Custodian fails to produce a Mortgage Note, Assignment of Mortgage or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2.01 within five (5) Business Days after required or requested by the Depositor, the Trustee, the Master Servicer or the related Servicer, and provided, that (i) Custodian previously delivered to the Trustee an Initial Certification or a Final Certification with respect to such document; (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee (a “Custodial Delivery Failure”), then the Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to the Depositor, the Trustee, the Master Servicer or the Servicer upon request, a Lost Note Affidavit in the form of Exhibit R annexed hereto and (b) with respect to any missing document related to such Mortgage Loan including but not limited to, a missing Mortgage Note, indemnify the Depositor, Trustee, the Master Servicer or the Servicer in accordance with the succeeding paragraph of this Section 6.21(i). The Custodian appointed hereunder agrees to indemnify and hold the Depositor, the Trustee, the Master Servicer and the Servicer and their respective employees, officers, directors and agents harmless against any and all direct liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of such Custodial Delivery Failure. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunder. For the avoidance of doubt, if the entity serving as Trustee is also serving as a Custodian, such entity in its capacity as Custodian shall have the same rights, protections and indemnities as are afforded to the Trustee hereunder provided that such Custodian shall not be indemnified by the Trust Fund for any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees."

Certain Matters Regarding any Custodian Appointed Hereunder. (a) The Custodian shall maintain continuous custody of all items constituting the Trustee Mortgage Files in secure facilities in accordance with customary standards for such custody and shall reflect in its records the interest of the Trustee for the benefit of the Certificateholders therein. Each Mortgage Note (and Assignment of Mortgage) shall be maintained in fire resistant facilities. (b) With respect to the documents constituting each Trustee Mortgage File relating to a Mortgage Loan listed on the Mortgage Loan Schedule, the Custodian shall (i) act exclusively as the custodian for the Trustee, (ii) hold all documents constituting such Trustee Mortgage File received by it for the exclusive use and benefit of the Trust, and (iii) make disposition thereof only in accordance with the terms of this Agreement. (c) In the event that (i) the Trustee, a Servicer, the Securities Administrator, the Master Servicer or the Custodian shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Trustee Mortgage File or any document included within a Trustee Mortgage File or (ii) a third party shall institute any court proceeding by which any Trustee Mortgage File or a document included within a Trustee Mortgage File shall be required to be delivered otherwise than in accordance with the provisions of this Agreement, the party receiving such service shall promptly deliver or cause to be delivered to the other parties to this Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian shall, to the extent permitted by law, continue to hold and maintain all the Trustee Mortgage Files that are the subject of such proceedings pending a final, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, the Custodian shall dispose of such Trustee Mortgage File or any document included within such Trustee Mortgage File as directed by the Trustee which shall give a direction consistent with such determination. Expenses and fees (including reasonable attorney’s 's fees) of the Custodian incurred as a result of such proceedings shall be borne by the Trust Fund. (d) The Custodian shall provide access to the Mortgage Loan Documents in its possession regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Master Servicer, the Securities Administrator, the related Servicer, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Custodian. The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. (e) The Custodian shall have no duties or responsibilities except those that are specifically set forth herein, or as subsequently agreed in writing by the parties hereto, and no implied covenants or obligations shall be read into this Agreement against the Custodian. (f) The Custodian shall have no responsibility nor duty with respect to any Trustee Mortgage Files while not in its possession. (g) The Custodian shall be under no obligation to make any investigation into the facts or matters stated in any resolution, exhibit, request, representation, opinion, certificate, statement, acknowledgement, consent, order or document in the Trustee Mortgage File. (h) If the Trustee and a Custodian are the same Person, any removal or resignation of that Person in either capacity shall also result in the removal of the Person in its other capacity. (i) In the event that the Custodian fails to produce a Mortgage Note, Assignment of Mortgage or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2.01 within five (5) Business Days after required or requested by the Depositor, the Trustee, the Master Servicer or the related Servicer, and provided, that (i) Custodian previously delivered to the Trustee an Initial Certification or a Final Certification with respect to such document; (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee (a “"Custodial Delivery Failure”"), then the Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to the Depositor, the Trustee, the Master Servicer or the Servicer upon request, a Lost Note Affidavit in the form of Exhibit R annexed hereto and (b) with respect to any missing document related to such Mortgage Loan including but not limited to, a missing Mortgage Note, indemnify the Depositor, Trustee, the Master Servicer or the Servicer in accordance with the succeeding paragraph of this Section 6.21(i). The Custodian appointed hereunder agrees to indemnify and hold the Depositor, the Trustee, the Master Servicer and the Servicer and their respective employees, officers, directors and agents harmless against any and all direct liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of such Custodial Delivery Failure. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunder. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator's possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and forward to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator or the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer except to the extent that such information was provided in reasonable reliance upon information from any Servicer. (b) The Securities Administrator shall prepare and file with the Internal Revenue Service ("IRS"), on behalf of the Trust Fund and each REMIC created hereunder, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Securities Administrator shall furnish any other information that is required by the Code and regulations thereunder to be made available to the Certificateholders. The Master Servicer agrees that it shall cause each Servicer to, provide the Securities Administrator with such information related to the Mortgage Loans in the possession of such Servicer, as may reasonably be required for the Securities Administrator to prepare such reports. For the avoidance of doubt, if the entity serving as Trustee is also serving as a Custodian, such entity in its capacity as Custodian shall have the same rights, protections and indemnities as are afforded to the Trustee hereunder provided that such Custodian shall not be indemnified by the Trust Fund for any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees.

Certain Matters Regarding any Custodian Appointed Hereunder. (a) The Custodian shall maintain continuous custody of all items constituting the Trustee Mortgage Files in secure facilities in accordance with customary standards for such custody and shall reflect in its records the interest of the Trustee for the benefit of the 104 Certificateholders therein. Each Mortgage Note (and Assignment of Mortgage) shall be maintained in fire resistant facilities. (b) With respect to the documents constituting each Trustee Mortgage File relating to a Mortgage Loan listed on the Mortgage Loan Schedule, the Custodian shall (i) act exclusively as the custodian for the Trustee, (ii) hold all documents constituting such Trustee Mortgage File received by it for the exclusive use and benefit of the Trust, and (iii) make disposition thereof only in accordance with the terms of this Agreement. (c) In the event that (i) the Trustee, a Servicer, the Securities Administrator, the Master Servicer or the Custodian shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Trustee Mortgage File or any document included within a Trustee Mortgage File or (ii) a third party shall institute any court proceeding by which any Trustee Mortgage File or a document included within a Trustee Mortgage File shall be required to be delivered otherwise than in accordance with the provisions of this Agreement, the party receiving such service shall promptly deliver or cause to be delivered to the other parties to this Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian shall, to the extent permitted by law, continue to hold and maintain all the Trustee Mortgage Files that are the subject of such proceedings pending a final, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, the Custodian shall dispose of such Trustee Mortgage File or any document included within such Trustee Mortgage File as directed by the Trustee which shall give a direction consistent with such determination. Expenses and fees (including reasonable attorney’s 's fees) of the Custodian incurred as a result of such proceedings shall be borne by the Trust Fund. (d) The Custodian shall provide access to the Mortgage Loan Documents in its possession regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Master Servicer, the Securities Administrator, the related Servicer, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Custodian. The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. (e) The Custodian shall have no duties or responsibilities except those that are specifically set forth herein, or as subsequently agreed in writing by the parties hereto, and no implied covenants or obligations shall be read into this Agreement against the Custodian. (f) The Custodian shall have no responsibility nor duty with respect to any Trustee Mortgage Files while not in its possession. (g) The Custodian shall be under no obligation to make any investigation into the facts or matters stated in any resolution, exhibit, request, representation, opinion, certificate, statement, acknowledgement, consent, order or document in the Trustee Mortgage File.. 105 (h) If the Trustee and a Custodian are the same Person, any removal or resignation of that Person in either capacity shall also result in the removal of the Person in its other capacity. (i) In the event that the Custodian fails to produce a Mortgage Note, Assignment of Mortgage or any other document related to a Mortgage Loan that was in its possession pursuant to Section 2.01 within five (5) Business Days after required or requested by the Depositor, the Trustee, the Master Servicer or the related Servicer, and provided, that (i) Custodian previously delivered to the Trustee an Initial Certification or a Final Certification with respect to such document; (ii) such document is not outstanding pursuant to a Request for Release; and (iii) such document was held by the Custodian on behalf of the Trustee (a “"Custodial Delivery Failure”"), then the Custodian shall (a) with respect to any missing Mortgage Note, promptly deliver to the Depositor, the Trustee, the Master Servicer or the Servicer upon request, a Lost Note Affidavit in the form of Exhibit R annexed hereto and (b) with respect to any missing document related to such Mortgage Loan including but not limited to, a missing Mortgage Note, indemnify the Depositor, Trustee, the Master Servicer or the Servicer in accordance with the succeeding paragraph of this Section 6.21(i). The Custodian appointed hereunder agrees to indemnify and hold the Depositor, the Trustee, the Master Servicer and the Servicer and their respective employees, officers, directors and agents harmless against any and all direct liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s 's fees, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of such Custodial Delivery Failure. The foregoing indemnification shall survive any termination or assignment of this Agreement or the removal or resignation of the Custodian hereunder. For the avoidance of doubt, if the entity serving as Trustee is also serving as a Custodian, such entity in its capacity as Custodian shall have the same rights, protections and indemnities as are afforded to the Trustee hereunder provided that such Custodian shall not be indemnified by the Trust Fund for any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees.