Common use of Custodial Accounts Clause in Contracts

Custodial Accounts. In accordance with this Indenture and the Issuer Account Control Agreement, the Trustee shall, prior to the Signing Date, cause to be established by the Custodian a single, segregated non-interest bearing securities account in the name of the Issuer, subject to the security interest of U.S. Bank National Association, as Trustee, for the benefit of the Secured Parties, which shall be designated as the Custodial Account, which shall be maintained with the Custodian in accordance with the Issuer Account Control Agreement. The Custodian shall credit all Portfolio Assets (including, without limitation, Portfolio Assets contributed by the Sole Shareholder pursuant to the Issuer Sale and Contribution Agreement as Voluntary Contributions/Sales) to the Custodial Account upon the delivery by the Issuer (or the Collateral Manager on behalf of the Issuer) or the Sole Shareholder of the relevant duly executed transfer documentation relating to the acquisition thereof by the Issuer to the Custodian. The only permitted withdrawals from the Custodial Account shall be in accordance with the provisions of this Indenture. The Trustee agrees to give the Issuer immediate notice if (to the actual knowledge of a Trust Officer of the Trustee) the Custodial Account or any assets or securities on deposit therein, or otherwise to the credit of the Custodial Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. At any time when all of the Withdrawal Conditions are satisfied, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, transfer from the Custodial Account all or part of any Portfolio Asset (other than a Zero Value Portfolio Asset) specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholder; provided that the transfer documentation for any such transfer shall provide that the settlement of such transfer shall be conditional upon confirmation from the Valuation Agent on such settlement date that the Withdrawal Conditions are still satisfied. At any time, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order, the Trustee shall, transfer from the Custodial Account all or part of any Zero Value Portfolio Asset specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholder.

Custodial Accounts. In All Custodial Accounts required to be maintained by Seller have been established and continuously maintained in accordance with this Indenture and the Issuer Account Control Agreement, the Trustee shall, prior Applicable Requirements. Custodial Funds received by Seller have been credited to the Signing Date, cause to be established by the Custodian a single, segregated non-interest bearing securities account in the name of the Issuer, subject to the security interest of U.S. Bank National Association, as Trustee, for the benefit of the Secured Parties, which shall be designated as the appropriate Custodial Account, which shall be maintained with and have been retained in and disbursed from the Custodian Custodial Accounts in accordance with the Issuer Account Control AgreementApplicable Requirements. The Custodian shall credit Seller has analyzed the payments required to be deposited into the Custodial Accounts and adjusted the payment thereto in order to eliminate any deficiency, except with respect to Mortgage Loans originated within the twelve months prior to the Sale Date. With regard to Mortgage Loans that provide for Mortgage Escrow Payments, Seller and each Originator and Prior Servicer has (a) computed the amount of such payments in accordance with Applicable Requirements, (b) paid on a timely basis all Portfolio Assets (includingcharges and other items to be paid out of the Mortgage Escrow Payments, without limitation, Portfolio Assets contributed and when required by the Sole Shareholder pursuant applicable Servicing Agreement has advanced its own funds to pay such charges and items, and (c) delivered to the Issuer Sale related Mortgagors the statements and Contribution Agreement as Voluntary Contributions/Sales) notices required by Applicable Requirements in connection with Custodial Accounts, including without limitation statements of taxes and other items paid out of the Mortgage Escrow Payments and notices of adjustments to the Custodial Account upon the delivery by the Issuer (or the Collateral Manager on behalf amount of the Issuer) or the Sole Shareholder of the relevant duly executed transfer documentation relating Mortgage Escrow Payments. With respect to the acquisition Mortgage Escrow Payments, there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof by the Issuer to the Custodian. The only permitted withdrawals from the Custodial Account shall be have not been made in accordance with the provisions of this IndentureApplicable Requirements, and no Mortgage Escrow Payments or other charges or prepayments due from Mortgagor have been capitalized under any Mortgage Instrument or the related Mortgage Note. The Trustee agrees Purchaser reserves the right to give independently verify the Issuer immediate notice if (to the actual knowledge of a Trust Officer of the Trustee) the Custodial Account or any assets or securities on deposit therein, or otherwise to the credit sufficiency of the Custodial AccountAccounts, shall become subject to any writemploying such industry accepted practices as, orderamong other things, judgmenta test for minimum cash required. Should the Purchaser, warrant of attachment, execution the Investor(s) or similar process. At any time when all an auditor determine that the Custodial Account(s) did not contain the required deposits as of the Withdrawal Conditions are satisfiedapplicable Transfer Date, then Purchaser may make claim against Seller for the Collateral Manager, on behalf amount of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, transfer from the Custodial Account all or part of any Portfolio Asset unrecoverable shortage (other than a Zero Value Portfolio Asset) specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholder; provided that the transfer documentation for any such transfer shall provide that the settlement of such transfer shall be conditional upon confirmation from the Valuation Agent on such settlement date that the Withdrawal Conditions are still satisfied. At any time, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order, the Trustee shall, transfer from the Custodial Account all or part of any Zero Value Portfolio Asset specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholderwithout interest thereon).

Custodial Accounts. In accordance All Custodial Accounts required to be maintained by the Seller have been established and continuously maintained in compliance with this Indenture Applicable Requirements and Accepted Servicing Practices in all material respects. Custodial Funds received by the Issuer Account Control Agreement, the Trustee shall, prior Seller have been properly credited to the Signing Dateappropriate Custodial Account in a timely manner and in material compliance with Applicable Requirements and Accepted Servicing Practices, cause to be established and have been retained in and disbursed from the Custodial Accounts in material compliance with the Applicable Requirements and Accepted Servicing Practices. Mortgage Escrow Payments received by the Custodian a single, segregated non-interest bearing securities account in the name of the Issuer, subject Seller have been credited to the security interest of U.S. Bank National Associationappropriate Custodial Account maintained for escrow payments, as Trustee, for the benefit of the Secured Parties, which shall be designated as the and have been retained in and disbursed from such Custodial Account, which shall be maintained with the Custodian Account in accordance with the Issuer Account Control AgreementApplicable Requirements. The Custodian shall credit With regard to Primary Mortgage Loans that provide for Mortgage Escrow Payments, the Seller has (a) computed the amount of such payments in compliance with Applicable Requirements, (b) paid on a timely basis all Portfolio Assets (includingcharges and other items to be paid out of the Mortgage Escrow Payments in material compliance with the Applicable Requirements, without limitation, Portfolio Assets contributed and when required by the Sole Shareholder pursuant applicable Servicing Agreement have advanced their own respective funds to pay such charges and items, and (c) timely delivered to the Issuer Sale related Mortgagors the statements and Contribution Agreement as Voluntary Contributions/Sales) notices required by Applicable Requirements in connection with Custodial Accounts, including without limitation statements of taxes and other items paid out of the Mortgage Escrow Payments and notices of adjustments to the amount of the Mortgage Escrow Payments, in each case in material compliance with Applicable Requirements. All funds received by the Seller in connection with the satisfaction of Mortgage Loans, including foreclosure proceeds and insurance proceeds from hazard losses, have been deposited in the appropriate Custodial Account upon and all such funds have been applied to pay accrued interest on the delivery by Mortgage Loans, to reduce the Issuer (or the Collateral Manager on behalf principal balance of the Issuer) Mortgage Loans in question, or the Sole Shareholder for reimbursement of the relevant duly executed transfer documentation relating repairs to the acquisition thereof Mortgaged Property or as otherwise required by the Issuer to the Custodian. The only permitted withdrawals from the Custodial Account shall be in accordance with the provisions of this Indenture. The Trustee agrees to give the Issuer immediate notice if (to the actual knowledge of a Trust Officer of the Trustee) the Custodial Account Applicable Requirements or any assets or securities are on deposit therein, or otherwise to in the credit of the appropriate Custodial Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. At any time when all of the Withdrawal Conditions are satisfied, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, transfer from the Custodial Account all or part of any Portfolio Asset (other than a Zero Value Portfolio Asset) specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholder; provided that the transfer documentation for any such transfer shall provide that the settlement of such transfer shall be conditional upon confirmation from the Valuation Agent on such settlement date that the Withdrawal Conditions are still satisfied. At any time, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order, the Trustee shall, transfer from the Custodial Account all or part of any Zero Value Portfolio Asset specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholder.

Custodial Accounts. In accordance with this Indenture As of the Sale Date and the Issuer Account Control Agreement, the Trustee shall, prior to the Signing Servicing Transfer Date, cause all Custodial Accounts required to be established maintained by the Custodian a single, segregated non-interest bearing securities account Seller have been established and continuously maintained in the name compliance with Applicable Requirements and Accepted Servicing Practices. As of the IssuerSale Date and Servicing Transfer Date, subject to the security interest of U.S. Bank National Association, as Trustee, for the benefit of the Secured Parties, which shall be designated as the Custodial Account, which shall be maintained with the Custodian in accordance with the Issuer Account Control Agreement. The Custodian shall credit all Portfolio Assets (including, without limitation, Portfolio Assets contributed custodial Funds received by the Sole Shareholder pursuant to the Issuer Sale and Contribution Agreement as Voluntary Contributions/Sales) to the Custodial Account upon the delivery by the Issuer (or the Collateral Manager on behalf of the Issuer) or the Sole Shareholder of the relevant duly executed transfer documentation relating Seller have been credited to the acquisition thereof by the Issuer to the Custodian. The only permitted withdrawals appropriate Custodial Account in a timely manner and in compliance with Applicable Requirements and Accepted Servicing Practices and have been retained in and disbursed from the Custodial Account shall Accounts in compliance with Applicable Requirements and Accepted Servicing Practices. As of the Sale Date and Servicing Transfer Date, with regard to Mortgage Loans that provide for Mortgage Escrow Payments, the Seller and each Originator and Prior Servicer have (i) computed the amount of such payments in compliance with Applicable Requirements, (ii) paid on a timely basis all charges and other items to be paid out of the Mortgage Escrow Payments in accordance compliance with Applicable Requirements, and when required by the provisions of this Indenture. The Trustee agrees applicable Servicing Agreement has advanced its own funds to give the Issuer immediate notice if pay such charges and items, and (iii) timely delivered to the actual knowledge related Mortgagors the statements and notices required by Applicable Requirements in connection with Custodial Accounts, including without limitation statements of a Trust Officer taxes and other items paid out of the Trustee) the Custodial Account or any assets or securities on deposit therein, or otherwise Mortgage Escrow Payments and notices of adjustments to the credit amount of the Custodial Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar processMortgage Escrow Payments. At any time when all As of the Withdrawal Conditions are satisfiedSale Date and Servicing Transfer Date, the Collateral Managerwith respect to Mortgage Escrow Payments, on behalf of the Issuer, may by Issuer Order direct the Trustee tothere exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made in compliance with Applicable Requirements and Accepted Servicing Practices, and upon receipt of such Issuer Order no Mortgage Escrow Payments or other charges or prepayments due from a Mortgagor have been capitalized under any Mortgage Instrument or the Trustee shall, transfer from the Custodial Account all or part of any Portfolio Asset (other than a Zero Value Portfolio Asset) specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholder; provided that the transfer documentation for any such transfer shall provide that the settlement of such transfer shall be conditional upon confirmation from the Valuation Agent on such settlement date that the Withdrawal Conditions are still satisfied. At any time, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order, the Trustee shall, transfer from the Custodial Account all or part of any Zero Value Portfolio Asset specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholderrelated Mortgage Note.

Custodial Accounts. The Replacement Reserve Account shall be an interest-bearing account that meets the standards for custodial accounts as required by Lender from time to time. Lender shall not be responsible for any losses resulting from the investment of the Replacement Reserve Deposits or for obtaining any specific level or percentage of earnings on such investment. All interest, if any, earned on the Replacement Reserve Deposits shall be added to and become part of the Replacement Reserve Account; provided, however, if applicable law requires, and so long as no Event of Default has occurred and is continuing under any of the Loan Documents, Lender shall pay to Borrower the interest earned on the Replacement Reserve Account not less frequently than the Replacement Reserve Account Interest Disbursement Frequency. Lender shall not be obligated to deposit the Repairs Escrow Deposits or any funds held in the Restoration Reserve Account into an interest-bearing account. In accordance no event shall Lender be obligated to disburse funds from any Reserve/Escrow Account if an Event of Default has occurred and is continuing. Disbursements by Lender Only. Only Lender or a designated representative of Lender may make disbursements from the Reserve/Escrow Accounts. Disbursements shall only be made upon Borrower request and after satisfaction of all conditions for disbursement. Adjustment to Deposits. Mortgage Loan Terms Exceeding Ten (10) Years. If the Loan Term exceeds ten (10) years (or five (5) years in the case of any Mortgaged Property that is an “affordable housing property” as indicated on the Summary of Loan Terms), a property condition assessment shall be ordered by Lender for the Mortgaged Property at the expense of Borrower (which expense may be paid out of the Replacement Reserve Account if excess funds are available). The property condition assessment shall be performed no earlier than the sixth month and no later than the ninth month of the tenth Loan Year and every tenth Loan Year thereafter if the Loan Term exceeds twenty (20) years (or the fifth Loan Year in the case of any Mortgaged Property that is an “affordable housing property” as indicated on the Summary of Loan Terms and every fifth Loan Year thereafter if the Loan Term exceeds ten (10) years). After review of the property condition assessment, the amount of the Monthly Replacement Reserve Deposit may be adjusted by Lender for the remaining Loan Term by written notice to Borrower so that the Monthly Replacement Reserve Deposits are sufficient to fund the Replacements as and when required and/or the amount to be held in the Repairs Escrow Account may be adjusted by Lender so that the Repairs Escrow Deposit is sufficient to fund the Repairs as and when required. Transfers. In connection with this Indenture any Transfer of the Mortgaged Property, or any Transfer of an ownership interest in Borrower, Guarantor, or Key Principal that requires Lender’s consent, Lender may review the amounts on deposit, if any, in the Reserve/Escrow Accounts, the amount of the Monthly Replacement Reserve Deposit and the Issuer Account Control Agreementlikely repairs and replacements required by the Mortgaged Property, and the related contingencies which may arise during the remaining Loan Term. Based upon that review, Lender may require an additional deposit to the Replacement Reserve Account, the Trustee shallRepairs Escrow Account, or the Restoration Reserve Account, or an increase in the amount of the Monthly Replacement Reserve Deposit as a condition to Lender’s consent to such Transfer. Insufficient Funds. Lender may, upon ten (10) days’ prior written notice to Borrower, require an additional deposit(s) to the Signing DateReplacement Reserve Account, cause to be established by the Custodian a singleRepairs Escrow Account, segregated non-interest bearing securities account or the Restoration Reserve Account, or an increase in the name amount of the IssuerMonthly Replacement Reserve Deposit, subject to if Lender determines that the security interest of U.S. Bank National Association, as Trustee, for the benefit amounts on deposit in any of the Secured PartiesReserve/Escrow Accounts are not sufficient to cover the costs for Required Repairs, which shall be designated as Required Replacements, or the Custodial AccountRestoration or, which shall be maintained with the Custodian in accordance with the Issuer Account Control Agreement. The Custodian shall credit all Portfolio Assets (including, without limitation, Portfolio Assets contributed by the Sole Shareholder pursuant to the Issuer Sale terms of Section 13.2(yyyyy)(23), not sufficient to cover the costs for Borrower Requested Repairs, Additional Lender Repairs, Borrower Requested Replacements, or Additional Lender Replacements. Borrower’s agreement to complete the Replacements, the Repairs, or the Restoration as required by this Loan Agreement shall not be affected by the insufficiency of any balance in the Reserve/Escrow Accounts. Disbursements for Replacements, Repairs, and Contribution Agreement as Voluntary Contributions/Sales) Restoration. With respect to Replacements, disbursement requests may only be made after completion of the applicable Replacements and only to reimburse Borrower for the actual approved costs of the Replacements. Lender shall not disburse from the Replacement Reserve Account the costs of routine maintenance to the Custodial Mortgaged Property or for costs which are to be reimbursed from any other Reserve/Escrow Account. Disbursement from the Replacement Reserve Account upon shall not be made more frequently than the delivery by Maximum Replacement Reserve Disbursement Interval. Other than in connection with a final request for disbursement, disbursements from the Issuer (or Replacement Reserve Account shall not be less than the Collateral Manager on behalf Minimum Replacement Reserve Disbursement Amount. With respect to Repairs, disbursement requests may only be made after completion of the Issuer) or applicable Repairs and only to reimburse Borrower for the Sole Shareholder actual cost of the relevant duly executed transfer documentation relating Repairs, up to the acquisition thereof by Maximum Repair Cost. Lender shall not disburse any amounts which would cause the Issuer to funds remaining in the Custodian. The only permitted withdrawals from the Custodial Repairs Escrow Account shall be in accordance with the provisions of this Indenture. The Trustee agrees to give the Issuer immediate notice if (to the actual knowledge of a Trust Officer of the Trustee) the Custodial Account or after any assets or securities on deposit therein, or otherwise to the credit of the Custodial Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. At any time when all of the Withdrawal Conditions are satisfied, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, transfer from the Custodial Account all or part of any Portfolio Asset disbursement (other than with respect to the final disbursement) to be less than the Maximum Repair Cost of the then-current estimated cost of completing all remaining Repairs. Lender shall not disburse from the Repairs Escrow Account the costs of routine maintenance to the Mortgaged Property or for costs which are to be reimbursed from any other Reserve/Escrow Account. Disbursement from the Repairs Escrow Account shall not be made more frequently than the Maximum Repair Disbursement Interval. Other than in connection with a Zero Value Portfolio Asset) specified final request for disbursement, disbursements from the Repairs Escrow Account shall not be less than the Minimum Repairs Disbursement Amount. With respect to Restoration, disbursement requests may only be made after completion of the applicable Restoration and only to pay for or reimburse Borrower for the actual approved costs of the Restoration. Each disbursement shall be equal to the amount of the actual approved costs of the Restoration items covered by the disbursement request. In addition, Lender shall not disburse any amounts which would cause the funds remaining in the direction Restoration Reserve Account after any disbursement (other than with respect to the final disbursement) to be less than the then-current estimated cost of completing all remaining Restoration. Lender shall not disburse from the Collateral Manager Restoration Reserve Account the costs of routine maintenance to the Sole Shareholder Mortgaged Property or a Person designated by the Sole Shareholder; provided that the transfer documentation for costs which are to be reimbursed from any such transfer shall provide that the settlement of such transfer shall be conditional upon confirmation other Reserve/Escrow Account. Disbursement from the Valuation Agent on such settlement date that Restoration Reserve Account shall not be made more frequently than the Withdrawal Conditions are still satisfiedMaximum Restoration Reserve Disbursement Interval. At any timeOther than in connection with a final request for disbursement, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order, the Trustee shall, transfer disbursements from the Custodial Restoration Reserve Account all or part of any Zero Value Portfolio Asset specified in shall not be less than the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole ShareholderMinimum Restoration Reserve Disbursement Amount.

Custodial Accounts. The Replacement Reserve Account shall be an interest-bearing account that meets the standards for custodial accounts as required by Lender from time to time. Lender shall not be responsible for any losses resulting from the investment of the Replacement Reserve Deposits or for obtaining any specific level or percentage of earnings on such investment. All interest, if any, earned on the Replacement Reserve Deposits shall be added to and become part of the Replacement Reserve Account; provided, however, if applicable law requires, and so long as no Event of Default has occurred and is continuing under any of the Loan Documents, Lender shall pay to Borrower the interest earned on the Replacement Reserve Account not less frequently than the Replacement Reserve Account Interest Disbursement Frequency. Lender shall not be obligated to deposit the Repairs Escrow Deposits or any funds held in the Restoration Reserve Account into an interest-bearing account. In accordance with this Indenture no event shall Lender be obligated to disburse funds from any Reserve/Escrow Account if an Event of Default has occurred and is continuing. Disbursements by Lender Only. Only Lender or a designated representative of Lender may make disbursements from the Reserve/Escrow Accounts and the Issuer Repairs Escrow Account. Except as provided in Section 13.02(a)(8), disbursements shall only be made upon Borrower request and after satisfaction of all conditions for disbursement. Adjustment to Deposits. Mortgage Loan Terms Exceeding Ten (10) Years. If the Loan Term exceeds ten (10) years (or five (5) years in the case of any Mortgaged Property that is an “affordable housing property” as indicated on the Summary of Loan Terms), a property condition assessment shall be ordered by Lender for the Mortgaged Property at the expense of Borrower (which expense may be paid out of the Replacement Reserve Account Control Agreementif excess funds are available). The property condition assessment shall be performed no earlier than the sixth (6th) month and no later than the ninth (9th) month of the tenth (10th) Loan Year and every tenth (10th) Loan Year thereafter if the Loan Term exceeds twenty (20) years (or the fifth (5th) Loan Year in the case of any Mortgaged Property that is an “affordable housing property” as indicated on the Summary of Loan Terms and every fifth (5th) Loan Year thereafter if the Loan Term exceeds ten (10) years). After review of the property condition assessment, the Trustee shallamount of the Monthly Replacement Reserve Deposit may be adjusted by Lender for the remaining Loan Term by written notice to Borrower so that the Monthly Replacement Reserve Deposits are sufficient to fund the Replacements as and when required and/or the amount to be held in the Repairs Escrow Account may be adjusted by Lender so that the Repairs Escrow Deposit is sufficient to fund the Repairs as and when required. Transfers. In connection with any Transfer of the Mortgaged Property, prior or any Transfer of an ownership interest in Borrower, Guarantor, or Key Principal that requires Lender’s consent, Lender may review the amounts on deposit, if any, in the Reserve/Escrow Accounts, the amount of the Monthly Replacement Reserve Deposit and the likely repairs and replacements required by the Mortgaged Property, and the related contingencies which may arise during the remaining Loan Term. Based upon that review, Lender may require an additional deposit to the Signing DateReplacement Reserve Account, cause to be established by the Custodian a singleRepairs Escrow Account, segregated non-interest bearing securities account or the Restoration Reserve Account, or an increase in the name amount of the IssuerMonthly Replacement Reserve Deposit as a condition to Lender’s consent to such Transfer. Insufficient Funds. Lender may, subject upon thirty (30) days’ prior written notice to Borrower, require an additional deposit(s) to the security interest of U.S. Bank National AssociationReplacement Reserve Account, as Trusteethe Repairs Escrow Account, for or the benefit Restoration Reserve Account, or an increase in the amount of the Secured PartiesMonthly Replacement Reserve Deposit, which shall be designated as if Lender determines that the Custodial Accountamounts on deposit in any of the Reserve/Escrow Accounts are not sufficient to cover the costs for Required Repairs, which shall be maintained with Required Replacements, or the Custodian in accordance with the Issuer Account Control Agreement. The Custodian shall credit all Portfolio Assets (includingRestoration or, without limitation, Portfolio Assets contributed by the Sole Shareholder pursuant to the Issuer Sale terms of Section 13.02(a)(9), not sufficient to cover the costs for Borrower Requested Repairs, Additional Lender Repairs, Borrower Requested Replacements, or Additional Lender Replacements. Borrower’s agreement to complete the Replacements, the Repairs, or the Restoration as required by this Loan Agreement shall not be affected by the insufficiency of any balance in the Reserve/Escrow Accounts. Disbursements for Replacements, Repairs, and Contribution Agreement as Voluntary Contributions/Sales) Restoration. With respect to Replacements, disbursement requests may only be made after completion of the applicable Replacements and only to reimburse Borrower for the actual approved costs of the Replacements. Lender shall not disburse from the Replacement Reserve Account the costs of routine maintenance to the Custodial Mortgaged Property or for costs which are to be reimbursed from any other Reserve/Escrow Account. Disbursement from the Replacement Reserve Account upon shall not be made more frequently than the delivery by Maximum Replacement Reserve Disbursement Interval. Other than in connection with a final request for disbursement, disbursements from the Issuer (or Replacement Reserve Account shall not be less than the Collateral Manager on behalf Minimum Replacement Reserve Disbursement Amount. With respect to Repairs, disbursement requests may only be made after completion of the Issuer) or applicable Repairs and only to reimburse Borrower for the Sole Shareholder actual cost of the relevant duly executed transfer documentation relating Repairs, up to the acquisition thereof by Maximum Repair Cost. Lender shall not disburse any amounts which would cause the Issuer to funds remaining in the Custodian. The only permitted withdrawals from the Custodial Repairs Escrow Account shall be in accordance with the provisions of this Indenture. The Trustee agrees to give the Issuer immediate notice if (to the actual knowledge of a Trust Officer of the Trustee) the Custodial Account or after any assets or securities on deposit therein, or otherwise to the credit of the Custodial Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. At any time when all of the Withdrawal Conditions are satisfied, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, transfer from the Custodial Account all or part of any Portfolio Asset disbursement (other than with respect to the final disbursement) to be less than the Maximum Repair Cost of the then-current estimated cost of completing all remaining Repairs. Lender shall not disburse from the Repairs Escrow Account the costs of routine maintenance to the Mortgaged Property or for costs which are to be reimbursed from any other Reserve/Escrow Account. Disbursement from the Repairs Escrow Account shall not be made more frequently than the Maximum Repair Disbursement Interval. Other than in connection with a Zero Value Portfolio Asset) specified final request for disbursement, disbursements from the Repairs Escrow Account shall not be less than the Minimum Repairs Disbursement Amount. With respect to Restoration, disbursement requests may only be made after completion of the applicable Restoration and only to reimburse Borrower for the actual approved costs of the Restoration. Each disbursement shall be equal to the amount of the actual approved costs of the Restoration items covered by the disbursement request. In addition, Lender shall not disburse any amounts which would cause the funds remaining in the direction Restoration Reserve Account after any disbursement (other than with respect to the final disbursement) to be less than the then-current estimated cost of completing all remaining Restoration. Lender shall not disburse from the Collateral Manager Restoration Reserve Account the costs of routine maintenance to the Sole Shareholder Mortgaged Property or a Person designated by the Sole Shareholder; provided that the transfer documentation for costs which are to be reimbursed from any such transfer shall provide that the settlement of such transfer shall be conditional upon confirmation other Reserve/Escrow Account. Disbursement from the Valuation Agent on such settlement date that Restoration Reserve Account shall not be made more frequently than the Withdrawal Conditions are still satisfiedMaximum Restoration Reserve Disbursement Interval. At any timeOther than in connection with a final request for disbursement, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order, the Trustee shall, transfer disbursements from the Custodial Restoration Reserve Account all or part of any Zero Value Portfolio Asset specified in shall not be less than the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole ShareholderMinimum Restoration Reserve Disbursement Amount.

Custodial Accounts. In accordance with this Indenture and the Issuer Account Control Agreement, the Trustee shall, prior to the Signing Date, cause All Custodial Accounts required to be established maintained by the Custodian a single, segregated non-interest bearing securities account Seller have been established and continuously maintained in the name of the Issuer, subject to the security interest of U.S. Bank National Association, as Trustee, for the benefit of the Secured Parties, which shall be designated as the compliance with Applicable Requirements. Custodial Account, which shall be maintained with the Custodian in accordance with the Issuer Account Control Agreement. The Custodian shall credit all Portfolio Assets (including, without limitation, Portfolio Assets contributed Funds received by the Sole Shareholder pursuant to the Issuer Sale and Contribution Agreement as Voluntary Contributions/Sales) to the Custodial Account upon the delivery by the Issuer (or the Collateral Manager on behalf of the Issuer) or the Sole Shareholder of the relevant duly executed transfer documentation relating Seller have been credited to the acquisition thereof by the Issuer to the Custodian. The only permitted withdrawals appropriate Custodial Account in a timely manner and in compliance with Applicable Requirements, and have been retained in and disbursed from the Custodial Account shall Accounts in compliance with Applicable Requirements. With regard to Mortgage Loans that provide for Mortgage Escrow Payments, the Seller and each Originator and Prior Servicer have (i) computed the amount of such payments in compliance with Applicable Requirements, (ii) paid on a timely basis all charges and other items to be paid out of the Mortgage Escrow Payments in accordance compliance with Applicable Requirements, and when required by the provisions of this Indenture. The Trustee agrees applicable Servicing Agreement has advanced its own funds to give the Issuer immediate notice if pay such charges and items, and (iii) timely delivered to the actual knowledge related Mortgagors the statements and notices required by Applicable Requirements in connection with Custodial Accounts, including without limitation statements of a Trust Officer taxes and other items paid out of the Trustee) the Custodial Account or any assets or securities on deposit therein, or otherwise Mortgage Escrow Payments and notices of adjustments to the credit amount of the Custodial AccountMortgage Escrow Payments. With respect to Mortgage Escrow Payments, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. At any time when all of the Withdrawal Conditions are satisfied, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee tothere exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made in compliance with Applicable Requirements, and upon receipt of such Issuer Order no Mortgage Escrow Payments or other charges or prepayments due from a Mortgagor have been capitalized under any Mortgage Instrument or the Trustee shallrelated Mortgage Note, transfer from the Custodial Account all or part of any Portfolio Asset (other than a Zero Value Portfolio Asset) specified in the direction from the Collateral Manager as addressed by loan modifications to the Sole Shareholder or a Person designated Mortgage Loans as permitted by the Sole Shareholder; provided that the transfer documentation for any such transfer shall provide that the settlement of such transfer shall be conditional upon confirmation from the Valuation Agent on such settlement date that the Withdrawal Conditions are still satisfied. At any time, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order, the Trustee shall, transfer from the Custodial Account all or part of any Zero Value Portfolio Asset specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole ShareholderApplicable Requirements.

Custodial Accounts. In accordance with this Indenture and the Issuer Account Control Agreement, the Trustee shall, prior to the Signing Date, cause All Custodial Accounts required to be established maintained by the Custodian a single, segregated non-interest bearing securities account Seller have been established and continuously maintained in the name of the Issuer, subject to the security interest of U.S. Bank National Association, as Trustee, for the benefit of the Secured Parties, which shall be designated as the compliance with Applicable Requirements and Accepted Servicing Practices. Custodial Account, which shall be maintained with the Custodian in accordance with the Issuer Account Control Agreement. The Custodian shall credit all Portfolio Assets (including, without limitation, Portfolio Assets contributed Funds received by the Sole Shareholder pursuant to the Issuer Sale and Contribution Agreement as Voluntary Contributions/Sales) to the Custodial Account upon the delivery by the Issuer (or the Collateral Manager on behalf of the Issuer) or the Sole Shareholder of the relevant duly executed transfer documentation relating Seller have been credited to the acquisition thereof by the Issuer to the Custodian. The only permitted withdrawals appropriate Custodial Account in a timely manner and in compliance with Applicable Requirements and Accepted Servicing Practices, and have been retained in and disbursed from the Custodial Account shall Accounts in compliance with Applicable Requirements and Accepted Servicing Practices. With regard to Mortgage Loans that provide for Mortgage Escrow Payments, the Seller and each Originator and Prior Servicer have (i) computed the amount of such payments in compliance with Applicable Requirements, (ii) paid on a timely basis all charges and other items to be paid out of the Mortgage Escrow Payments in accordance compliance with Applicable Requirements, and when required by the provisions of this Indenture. The Trustee agrees applicable Servicing Agreement has advanced its own funds to give the Issuer immediate notice if pay such charges and items, and (iii) timely delivered to the actual knowledge related Mortgagors the statements and notices required by Applicable Requirements in connection with Custodial Accounts, including without limitation statements of a Trust Officer taxes and other items paid out of the Trustee) the Custodial Account or any assets or securities on deposit therein, or otherwise Mortgage Escrow Payments and notices of adjustments to the credit amount of the Custodial AccountMortgage Escrow Payments. With respect to Mortgage Escrow Payments, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. At any time when all of the Withdrawal Conditions are satisfied, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee tothere exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made in compliance with Applicable Requirements and Accepted Servicing Practices, and upon receipt of such Issuer Order no Mortgage Escrow Payments or other charges or prepayments due from a Mortgagor have been capitalized under any Mortgage Instrument or the Trustee shall, transfer from the Custodial Account all or part of any Portfolio Asset (other than a Zero Value Portfolio Asset) specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholder; provided that the transfer documentation for any such transfer shall provide that the settlement of such transfer shall be conditional upon confirmation from the Valuation Agent on such settlement date that the Withdrawal Conditions are still satisfied. At any time, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order, the Trustee shall, transfer from the Custodial Account all or part of any Zero Value Portfolio Asset specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholderrelated Mortgage Note.

Custodial Accounts. The Replacement Reserve Account shall be an interest-bearing account that meets the standards for custodial accounts as required by Lender from time to time. Lender shall not be responsible for any losses resulting from the investment of the Replacement Reserve Deposits or for obtaining any specific level or percentage of earnings on such investment. All interest, if any, earned on the Replacement Reserve Deposits shall be added to and become part of the Replacement Reserve Account; provided, however, if applicable law requires, and so long as no Event of Default has occurred and is continuing under any of the Loan Documents, Lender shall pay to Borrower the interest earned on the Replacement Reserve Account not less frequently than the Replacement Reserve Account Interest Disbursement Frequency. Lender shall not be obligated to deposit the Repairs Escrow Deposits or any funds held in the Restoration Reserve Account into an interest-bearing account. In accordance with this Indenture no event shall Lender be obligated to disburse funds from any Reserve/Escrow Account if an Event of Default has occurred and is continuing. Disbursements by Lender Only. Only Lender or a designated representative of Lender may make disbursements from the Reserve/Escrow Accounts and the Issuer Repairs Escrow Account. Except as provided in Section 13.2(aaaaaa)(21), disbursements shall only be made upon Borrower request and after satisfaction of all conditions for disbursement. Adjustment to Deposits. Mortgage Loan Terms Exceeding Ten (10) Years. If the Loan Term exceeds ten (10) years (or five (5) years in the case of any Mortgaged Property that is an “affordable housing property” as indicated on the Summary of Loan Terms), a property condition assessment shall be ordered by Lender for the Mortgaged Property at the expense of Borrower (which expense may be paid out of the Replacement Reserve Account Control Agreementif excess funds are available). The property condition assessment shall be performed no earlier than the sixth (6th) month and no later than the ninth (9th) month of the tenth (10th) Loan Year and every tenth (10th) Loan Year thereafter if the Loan Term exceeds twenty (20) years (or the fifth (5th) Loan Year in the case of any Mortgaged Property that is an “affordable housing property” as indicated on the Summary of Loan Terms and every fifth (5th) Loan Year thereafter if the Loan Term exceeds ten (10) years). After review of the property condition assessment, the Trustee shallamount of the Monthly Replacement Reserve Deposit may be adjusted by Lender for the remaining Loan Term by written notice to Borrower so that the Monthly Replacement Reserve Deposits are sufficient to fund the Replacements as and when required and/or the amount to be held in the Repairs Escrow Account may be adjusted by Lender so that the Repairs Escrow Deposit is sufficient to fund the Repairs as and when required. Transfers. In connection with any Transfer of the Mortgaged Property, prior or any Transfer of an ownership interest in Borrower, Guarantor, or Key Principal that requires Lender’s consent, Lender may review the amounts on deposit, if any, in the Reserve/Escrow Accounts, the amount of the Monthly Replacement Reserve Deposit and the likely repairs and replacements required by the Mortgaged Property, and the related contingencies which may arise during the remaining Loan Term. Based upon that review, Lender may require an additional deposit to the Signing DateReplacement Reserve Account, cause to be established by the Custodian a singleRepairs Escrow Account, segregated non-interest bearing securities account or the Restoration Reserve Account, or an increase in the name amount of the IssuerMonthly Replacement Reserve Deposit as a condition to Lender’s consent to such Transfer. Insufficient Funds. Lender may, subject upon thirty (30) days’ prior written notice to Borrower, require an additional deposit(s) to the security interest of U.S. Bank National AssociationReplacement Reserve Account, as Trusteethe Repairs Escrow Account, for or the benefit Restoration Reserve Account, or an increase in the amount of the Secured PartiesMonthly Replacement Reserve Deposit, which shall be designated as if Lender determines that the Custodial Accountamounts on deposit in any of the Reserve/Escrow Accounts are not sufficient to cover the costs for Required Repairs, which shall be maintained with Required Replacements, or the Custodian in accordance with the Issuer Account Control Agreement. The Custodian shall credit all Portfolio Assets (includingRestoration or, without limitation, Portfolio Assets contributed by the Sole Shareholder pursuant to the Issuer Sale terms of Section 13.2(aaaaaa)(22), not sufficient to cover the costs for Borrower Requested Repairs, Additional Lender Repairs, Borrower Requested Replacements, or Additional Lender Replacements. Borrower’s agreement to complete the Replacements, the Repairs, or the Restoration as required by this Loan Agreement shall not be affected by the insufficiency of any balance in the Reserve/Escrow Accounts. Disbursements for Replacements, Repairs, and Contribution Agreement as Voluntary Contributions/Sales) Restoration. With respect to Replacements, disbursement requests may only be made after completion of the applicable Replacements and only to reimburse Borrower for the actual approved costs of the Replacements. Lender shall not disburse from the Replacement Reserve Account the costs of routine maintenance to the Custodial Mortgaged Property or for costs which are to be reimbursed from any other Reserve/Escrow Account. Disbursement from the Replacement Reserve Account upon shall not be made more frequently than the delivery by Maximum Replacement Reserve Disbursement Interval. Other than in connection with a final request for disbursement, disbursements from the Issuer (or Replacement Reserve Account shall not be less than the Collateral Manager on behalf Minimum Replacement Reserve Disbursement Amount. With respect to Repairs, disbursement requests may only be made after completion of the Issuer) or applicable Repairs and only to reimburse Borrower for the Sole Shareholder actual cost of the relevant duly executed transfer documentation relating Repairs, up to the acquisition thereof by Maximum Repair Cost. Lender shall not disburse any amounts which would cause the Issuer to funds remaining in the Custodian. The only permitted withdrawals from the Custodial Repairs Escrow Account shall be in accordance with the provisions of this Indenture. The Trustee agrees to give the Issuer immediate notice if (to the actual knowledge of a Trust Officer of the Trustee) the Custodial Account or after any assets or securities on deposit therein, or otherwise to the credit of the Custodial Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. At any time when all of the Withdrawal Conditions are satisfied, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, transfer from the Custodial Account all or part of any Portfolio Asset disbursement (other than with respect to the final disbursement) to be less than the Maximum Repair Cost of the then-current estimated cost of completing all remaining Repairs. Lender shall not disburse from the Repairs Escrow Account the costs of routine maintenance to the Mortgaged Property or for costs which are to be reimbursed from any other Reserve/Escrow Account. Disbursement from the Repairs Escrow Account shall not be made more frequently than the Maximum Repair Disbursement Interval. Other than in connection with a Zero Value Portfolio Asset) specified final request for disbursement, disbursements from the Repairs Escrow Account shall not be less than the Minimum Repairs Disbursement Amount. With respect to Restoration, disbursement requests may only be made after completion of the applicable Restoration and only to reimburse Borrower for the actual approved costs of the Restoration. Each disbursement shall be equal to the amount of the actual approved costs of the Restoration items covered by the disbursement request. In addition, Lender shall not disburse any amounts which would cause the funds remaining in the direction Restoration Reserve Account after any disbursement (other than with respect to the final disbursement) to be less than the then-current estimated cost of completing all remaining Restoration. Lender shall not disburse from the Collateral Manager Restoration Reserve Account the costs of routine maintenance to the Sole Shareholder Mortgaged Property or a Person designated by the Sole Shareholder; provided that the transfer documentation for costs which are to be reimbursed from any such transfer shall provide that the settlement of such transfer shall be conditional upon confirmation other Reserve/Escrow Account. Disbursement from the Valuation Agent on such settlement date that Restoration Reserve Account shall not be made more frequently than the Withdrawal Conditions are still satisfiedMaximum Restoration Reserve Disbursement Interval. At any timeOther than in connection with a final request for disbursement, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order, the Trustee shall, transfer disbursements from the Custodial Restoration Reserve Account all or part of any Zero Value Portfolio Asset specified in shall not be less than the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole ShareholderMinimum Restoration Reserve Disbursement Amount.

Custodial Accounts. In Each of the Company and its Subsidiaries so required has full power and authority to maintain escrow accounts ("Custodial Accounts") for certain of the Mortgage Loans, has established Custodial Accounts for all escrow deposits relating to Servicing Rights, and is the lawful fiduciary of all Custodial Accounts related to the Mortgage Loans. Such Custodial Accounts comply in all material respects with (i) all applicable Regulations (including without limitation Regulations governing the appropriate identification of such accounts and the calculation of the amount of the monthly payments for deposit into Custodial Accounts that mortgagors are required to make) and (ii) any terms of the Mortgage Loans (and Mortgage Servicing Agreements) relating thereto, and all such Custodial Accounts have been maintained in all material respects in accordance with usual and customary industry practice. The Custodial Accounts contain the amounts shown in the records of the Company or the appropriate Company Subsidiary, which amounts represent all monies received or advanced by the Company or such Company Subsidiary as required by the applicable Mortgage Servicing Agreements, less amounts remitted by or on behalf of the Company or such Company Subsidiary pursuant to applicable Mortgage Servicing Agreements, except for checks in process. Except as to payments that are past due under the terms of the applicable Loan Documents, all payments of principal and interest due and payable on the Mortgage Loans and all Custodial Account deposits for taxes, assessments, ground rents and fire or hazard insurance have been credited to, and are on deposit in, the appropriate Custodial Accounts. The Custodial Accounts do not have any material funding deficiency. Except as set forth in Section 4.27 of the Disclosure Schedule, the escrow analysis with respect to each Mortgage Loan has been completed for the most recent required date under applicable Regulations. Notification to the mortgagor of all payment adjustments resulting from such escrow analysis, annual statements of taxes and interest paid by the mortgagor and any other statement required by all applicable Regulations has been mailed by the Company or its appropriate Subsidiary or, to the Company's and such Subsidiary's knowledge, by the applicable servicer with respect to Master Serviced Loans. To the extent required by applicable Regulations, funds have been advanced by the Company or its appropriate Subsidiary or each servicer, as applicable, to each Custodial Account as necessary to timely make all scheduled escrow disbursements. As of the date of this Indenture and the Issuer Account Control Agreement, except as required by applicable Regulations, neither the Trustee shall, prior Company nor any of its Subsidiaries is required to the Signing Date, cause to be established by the Custodian a single, segregated non-pay interest bearing securities account in the name of the Issuer, subject to the security interest of U.S. Bank National Association, as Trustee, for the benefit of the Secured Parties, which shall be designated as on the Custodial Account, which shall be maintained with the Custodian Accounts. Subject to and in accordance with the Issuer Account Control Agreement. The Custodian shall credit all Portfolio Assets (including, without limitation, Portfolio Assets contributed by the Sole Shareholder pursuant applicable requirements pertaining generally to the Issuer Sale type, size or capitalization of depository institutions qualified to hold such balances, of Investors, Insurers, Agencies or other Governmental Entities having jurisdiction, the Company and Contribution Agreement as Voluntary Contributions/Sales) each of its Subsidiaries has the right and power to determine the financial institution in which the Custodial Account upon the delivery by the Issuer (or the Collateral Manager on behalf of the Issuer) or the Sole Shareholder of the relevant duly executed transfer documentation relating to the acquisition thereof by the Issuer to the Custodian. The only permitted withdrawals from the Custodial Account shall be in accordance with the provisions of this Indenture. The Trustee agrees to give the Issuer immediate notice if (to the actual knowledge of a Trust Officer of the Trustee) the Custodial Account or any assets or securities on deposit therein, or otherwise to the credit of the Custodial Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. At any time when all of the Withdrawal Conditions Accounts are satisfied, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, transfer from the Custodial Account all or part of any Portfolio Asset (other than a Zero Value Portfolio Asset) specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholder; provided that the transfer documentation for any such transfer shall provide that the settlement of such transfer shall be conditional upon confirmation from the Valuation Agent on such settlement date that the Withdrawal Conditions are still satisfied. At any time, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order, the Trustee shall, transfer from the Custodial Account all or part of any Zero Value Portfolio Asset specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholderheld.

Custodial Accounts. The Replacement Reserve Account shall be an interest-bearing account that meets the standards for custodial accounts as required by Lender from time to time. Lender shall not be responsible for any losses resulting from the investment of the Replacement Reserve Deposits or for obtaining any specific level or percentage of earnings on such investment. All interest, if any, earned on the Replacement Reserve Deposits shall be added to and become part of the Replacement Reserve Account; provided, however, if applicable law requires, and so long as no Event of Default has occurred and is continuing under any of the Loan Documents, Lender shall pay to Borrower the interest earned on the Replacement Reserve Account not less frequently than the Replacement Reserve Account Interest Disbursement Frequency. Lender shall not be obligated to deposit the Repairs Escrow Deposits or any funds held in the Restoration Reserve Account into an interest-bearing account. In accordance with this Indenture no event shall Lender be obligated to disburse funds from any Reserve/Escrow Account if an Event of Default has occurred and is continuing. Disbursements by Lender Only. Only Lender or a designated representative of Lender may make disbursements from the Reserve/Escrow Accounts and the Issuer Account Control AgreementRepairs Escrow Account. Except as provided in Section 13.2(oooooo)(24), disbursements shall only be made upon Borrower request and after satisfaction of all conditions for disbursement. Adjustment to Deposits. Mortgage Loan Terms Exceeding Ten (10) Years. If the Trustee shall, prior to the Signing Date, cause to be established by the Custodian a single, segregated non-interest bearing securities account Loan Term exceeds ten (10) years (or five (5) years in the name case of any Mortgaged Property that is an “affordable housing property” as indicated on the Summary of Loan Terms), a property condition assessment shall be ordered by Lender for the Mortgaged Property at the expense of Borrower (which expense may be paid out of the Issuer, subject to Replacement Reserve Account if excess funds are available). The property condition assessment shall be performed no earlier than the security interest of U.S. Bank National Association, as Trustee, for sixth (6th) month and no later than the benefit ninth (9th) month of the Secured Parties, which shall be designated as tenth (10th) Loan Year and every tenth (10th) Loan Year thereafter if the Custodial Account, which shall be maintained with the Custodian in accordance with the Issuer Account Control Agreement. The Custodian shall credit all Portfolio Assets Loan Term exceeds twenty (including, without limitation, Portfolio Assets contributed by the Sole Shareholder pursuant to the Issuer Sale and Contribution Agreement as Voluntary Contributions/Sales20) to the Custodial Account upon the delivery by the Issuer years (or the Collateral Manager fifth (5th) Loan Year in the case of any Mortgaged Property that is an “affordable housing property” as indicated on behalf the Summary of Loan Terms and every fifth (5th) Loan Year thereafter if the Loan Term exceeds ten (10) years). After review of the Issuer) or property condition assessment, the Sole Shareholder amount of the relevant duly executed transfer documentation relating Monthly Replacement Reserve Deposit may be adjusted by Lender for the remaining Loan Term by written notice to Borrower so that the acquisition thereof by Monthly Replacement Reserve Deposits are sufficient to fund the Issuer Replacements as and when required and/or the amount to the Custodian. The only permitted withdrawals from the Custodial Account shall be in accordance with the provisions of this Indenture. The Trustee agrees to give the Issuer immediate notice if (to the actual knowledge of a Trust Officer of the Trustee) the Custodial Account or any assets or securities on deposit therein, or otherwise to the credit of the Custodial Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. At any time when all of the Withdrawal Conditions are satisfied, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, transfer from the Custodial Account all or part of any Portfolio Asset (other than a Zero Value Portfolio Asset) specified held in the direction from the Collateral Manager to the Sole Shareholder or a Person designated Repairs Escrow Account may be adjusted by the Sole Shareholder; provided Lender so that the transfer documentation for any such transfer shall provide that Repairs Escrow Deposit is sufficient to fund the settlement of such transfer shall be conditional upon confirmation from the Valuation Agent on such settlement date that the Withdrawal Conditions are still satisfied. At any time, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, Repairs as and upon receipt of such Issuer Order, the Trustee shall, transfer from the Custodial Account all or part of any Zero Value Portfolio Asset specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholderwhen required.

Custodial Accounts. The Replacement Reserve Account shall be an interest-bearing account that meets the standards for custodial accounts as required by Xxxxxx from time to time. Lender shall not be responsible for any losses resulting from the investment of the Replacement Reserve Deposits or for obtaining any specific level or percentage of earnings on such investment. All interest, if any, earned on the Replacement Reserve Deposits shall be added to and become part of the Replacement Reserve Account; provided, however, if applicable law requires, and so long as no Event of Default has occurred and is continuing under any of the Loan Documents, Lender shall pay to Borrower the interest earned on the Replacement Reserve Account not less frequently than the Replacement Reserve Account Interest Disbursement Frequency. Lender shall not be obligated to deposit the Repairs Escrow Deposits or any funds held in the Restoration Reserve Account into an interest-bearing account. In accordance with this Indenture no event shall Lender be obligated to disburse funds from any Reserve/Escrow Account if an Event of Default has occurred and is continuing. Disbursements by Lender Only. Only Lender or a designated representative of Lender may make disbursements from the Reserve/Escrow Accounts and the Issuer Repairs Escrow Account. Except as provided in Section 13.02(a)(8), disbursements shall only be made upon Borrower request and after satisfaction of all conditions for disbursement. Adjustment to Deposits. Mortgage Loan Terms Exceeding Ten (10) Years. If the Loan Term exceeds ten (10) years (or five (5) years in the case of any Mortgaged Property that is an “affordable housing property” as indicated on the Summary of Loan Terms), a property condition assessment shall be ordered by Lender for the Mortgaged Property at the expense of Borrower (which expense may be paid out of the Replacement Reserve Account Control Agreementif excess funds are available). The property condition assessment shall be performed no earlier than the sixth (6th) month and no later than the ninth (9th) month of the tenth (10th) Loan Year and every tenth (10th) Loan Year thereafter if the Loan Term exceeds twenty (20) years (or the fifth (5th) Loan Year in the case of any Mortgaged Property that is an “affordable housing property” as indicated on the Summary of Loan Terms and every fifth (5th) Loan Year thereafter if the Loan Term exceeds ten (10) years). After review of the property condition assessment, the Trustee shallamount of the Monthly Replacement Reserve Deposit may be adjusted by Lender for the remaining Loan Term by written notice to Borrower so that the Monthly Replacement Reserve Deposits are sufficient to fund the Replacements as and when required and/or the amount to be held in the Repairs Escrow Account may be adjusted by Lender so that the Repairs Escrow Deposit is sufficient to fund the Repairs as and when required. Transfers. In connection with any Transfer of the Mortgaged Property, prior or any Transfer of an ownership interest in Borrower, Guarantor, or Key Principal that requires Lender’s consent, Lender may review the amounts on deposit, if any, in the Reserve/Escrow Accounts, the amount of the Monthly Replacement Reserve Deposit and the likely repairs and replacements required by the Mortgaged Property, and the related contingencies which may arise during the remaining Loan Term. Based upon that review, Lender may require an additional deposit to the Signing DateReplacement Reserve Account, cause to be established by the Custodian a singleRepairs Escrow Account, segregated non-interest bearing securities account or the Restoration Reserve Account, or an increase in the name amount of the IssuerMonthly Replacement Reserve Deposit as a condition to Lender’s consent to such Transfer. Insufficient Funds. Lender may, subject upon thirty (30) days’ prior written notice to Borrower, require an additional deposit(s) to the security interest of U.S. Bank National AssociationReplacement Reserve Account, as Trusteethe Repairs Escrow Account, for or the benefit Restoration Reserve Account, or an increase in the amount of the Secured PartiesMonthly Replacement Reserve Deposit, which shall be designated as if Lender determines that the Custodial Accountamounts on deposit in any of the Reserve/Escrow Accounts are not sufficient to cover the costs for Required Repairs, which shall be maintained with Required Replacements, or the Custodian in accordance with the Issuer Account Control Agreement. The Custodian shall credit all Portfolio Assets (includingRestoration or, without limitation, Portfolio Assets contributed by the Sole Shareholder pursuant to the Issuer Sale terms of Section 13.02(a)(9), not sufficient to cover the costs for Borrower Requested Repairs, Additional Lender Repairs, Borrower Requested Replacements, or Additional Lender Replacements. Borrower’s agreement to complete the Replacements, the Repairs, or the Restoration as required by this Loan Agreement shall not be affected by the insufficiency of any balance in the Reserve/Escrow Accounts. Disbursements for Replacements, Repairs, and Contribution Agreement as Voluntary Contributions/Sales) Restoration. With respect to Replacements, disbursement requests may only be made after completion of the applicable Replacements and only to reimburse Borrower for the actual approved costs of the Replacements. Lender shall not disburse from the Replacement Reserve Account the costs of routine maintenance to the Custodial Mortgaged Property or for costs which are to be reimbursed from any other Reserve/Escrow Account. Disbursement from the Replacement Reserve Account upon shall not be made more frequently than the delivery by Maximum Replacement Reserve Disbursement Interval. Other than in connection with a final request for disbursement, disbursements from the Issuer (or Replacement Reserve Account shall not be less than the Collateral Manager on behalf Minimum Replacement Reserve Disbursement Amount. With respect to Repairs, disbursement requests may only be made after completion of the Issuer) or applicable Repairs and only to reimburse Borrower for the Sole Shareholder actual cost of the relevant duly executed transfer documentation relating Repairs, up to the acquisition thereof by Maximum Repair Cost. Lender shall not disburse any amounts which would cause the Issuer to funds remaining in the Custodian. The only permitted withdrawals from the Custodial Repairs Escrow Account shall be in accordance with the provisions of this Indenture. The Trustee agrees to give the Issuer immediate notice if (to the actual knowledge of a Trust Officer of the Trustee) the Custodial Account or after any assets or securities on deposit therein, or otherwise to the credit of the Custodial Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. At any time when all of the Withdrawal Conditions are satisfied, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, transfer from the Custodial Account all or part of any Portfolio Asset disbursement (other than with respect to the final disbursement) to be less than the Maximum Repair Cost of the then-current estimated cost of completing all remaining Repairs. Lender shall not disburse from the Repairs Escrow Account the costs of routine maintenance to the Mortgaged Property or for costs which are to be reimbursed from any other Reserve/Escrow Account. Disbursement from the Repairs Escrow Account shall not be made more frequently than the Maximum Repair Disbursement Interval. Other than in connection with a Zero Value Portfolio Asset) specified final request for disbursement, disbursements from the Repairs Escrow Account shall not be less than the Minimum Repairs Disbursement Amount. With respect to Restoration, disbursement requests may only be made after completion of the applicable Restoration and only to reimburse Borrower for the actual approved costs of the Restoration. Each disbursement shall be equal to the amount of the actual approved costs of the Restoration items covered by the disbursement request. In addition, Lender shall not disburse any amounts which would cause the funds remaining in the direction Restoration Reserve Account after any disbursement (other than with respect to the final disbursement) to be less than the then-current estimated cost of completing all remaining Restoration. Lender shall not disburse from the Collateral Manager Restoration Reserve Account the costs of routine maintenance to the Sole Shareholder Mortgaged Property or a Person designated by the Sole Shareholder; provided that the transfer documentation for costs which are to be reimbursed from any such transfer shall provide that the settlement of such transfer shall be conditional upon confirmation other Reserve/Escrow Account. Disbursement from the Valuation Agent on such settlement date that Restoration Reserve Account shall not be made more frequently than the Withdrawal Conditions are still satisfiedMaximum Restoration Reserve Disbursement Interval. At any timeOther than in connection with a final request for disbursement, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order, the Trustee shall, transfer disbursements from the Custodial Restoration Reserve Account all or part of any Zero Value Portfolio Asset specified in shall not be less than the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole ShareholderMinimum Restoration Reserve Disbursement Amount.

Custodial Accounts. In Any custodial Account is subject to the Michigan Uniform Transfers to Minors Act and it is Your responsibility to determine any legal effects related to this type of Account. You understand and agree that the gift of money to the minor named at the time You open such Account includes all dividends thereon and any future additions thereto, is irrevocable and is made in accordance with this Indenture and is to include all provisions of the Issuer Account Control AgreementMichigan Uniform Transfers to Minors Act, the Trustee shall, prior as it is now or hereafter amended. The age of delivery by custodian to the Signing Dateminor shall be upon the age of 18, cause to be established unless otherwise specified by the Custodian custodian. TRUST ACCOUNTS. Trust Accounts will only be opened by the Credit Union if the Trust documentation presented by You to the Credit Union is in a singlemanner acceptable to Our policies. It is Your responsibility to determine and understand any legal effects related to this type of Account. We require all Trust Accounts to name a beneficiary. You agree that all sums, segregated non-interest bearing securities account whenever paid to the Trust Account, shall be held by the Trustee(s) in trust for the name of the Issuerbeneficiary(ies) named, subject to the security interest of U.S. Bank National Association, as Trustee, for the benefit right of the Secured PartiesTrustee(s) to revoke the same in whole or in part by, which shall be designated as the Custodial Account, which shall be maintained with the Custodian in accordance with the Issuer Account Control Agreement. The Custodian shall credit all Portfolio Assets (including, without limitation, Portfolio Assets contributed by the Sole Shareholder pursuant and to the Issuer Sale and Contribution Agreement as Voluntary Contributions/Sales) to extent of, the Custodial Account withdrawal of sums from the Account. Upon the death of the Trustee (or if more than one, upon the delivery by the Issuer (or the Collateral Manager on behalf death of the Issuer) or last surviving Trustee), the Sole Shareholder of balance remaining in the relevant duly executed transfer documentation relating to the acquisition thereof by the Issuer to the Custodian. The only permitted withdrawals from the Custodial Account shall be distributed by the Credit Union to the beneficiary or, if there is more than one beneficiary, then to the beneficiaries then living in accordance with equal shares unless otherwise designated in the provisions Trust documentation. Where more than one Trustee appears on the Account, withdrawals and the pledge of this Indentureshares against loans may be made by any Trustee acting alone (unless two signatures are required). Shares paid in by the Trustees shall be owned equally. Upon the death of one Trustee, all rights in and to the Account shall belong to any surviving Trustee. In the event of conflicting demands for funds under the Account, the Credit Union may require the signatures of each of the Trustees. For Revocable and Living Trust Accounts, the individual establishing the Trust (the "Settlor") must be a member of the Credit Union and any withdrawal of Trust Account funds will be deemed a revocation of the Trust to the extent of any such withdrawal unless otherwise provided for in the Trust documentation. If the Account Designation shows a payable-on-death status, any Beneficiary has rights to the Account: (a) if the Beneficiary is a natural person, only if the Beneficiary is alive and only if the Settlor is deceased; (b) if the Beneficiary is a charity or other non-profit organization, only if the charity or non-profit organization is in operation as a validly constituted, registered and/or licensed entity under applicable state law, and only if the Settlor is deceased. If the Beneficiary dies (in the case of a natural person), or is no longer in operation as a validly constituted, registered and/or licensed entity under applicable state law (in the case of a charity or non-profit organization), the Trust is terminated. The Trustee agrees to give Settlor may change the Issuer immediate notice if (Beneficiary at any time by providing Us adequate proof of such change in a manner acceptable to the actual knowledge of a Trust Officer of the Trustee) the Custodial Account or any assets or securities on deposit therein, or otherwise to the credit of the Custodial Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar processCredit Union. At any time when all of the Withdrawal Conditions are satisfied, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, transfer from the Custodial Account all or part of any Portfolio Asset (other than a Zero Value Portfolio Asset) specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholder; provided that the transfer documentation for any such transfer shall provide that the settlement of such transfer shall be conditional upon confirmation from the Valuation Agent on such settlement date that the Withdrawal Conditions are still satisfied. At If at any time, the Collateral Manager, on behalf Trustee is deemed incompetent by a court of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Orderlegal jurisdiction or is unable or unwilling to serve, the Trustee shall, transfer from Trust documentation shall determine the Custodial Account all or part of any Zero Value Portfolio Asset specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholdersuccessor Trustee.

Custodial Accounts. In accordance with this Indenture The Replacement Reserve Account shall be an interest-bearing account that meets the standards for custodial accounts as required by Lender from time to time. Lender shall not be responsible for any losses resulting from the investment of the Replacement Reserve Deposits or for obtaining any specific level or percentage of earnings on such investment. All interest, if any, earned on the Replacement Reserve Deposits shall be added to and become part of the Issuer Replacement Reserve Account; provided, however, if applicable law requires, and so long as no Event of Default has occurred and is continuing under any of the Loan Documents, Lender shall pay to Borrower the interest earned on the Replacement Reserve Account Control Agreement, not less frequently than the Trustee shall, prior Replacement Reserve Account Interest Disbursement Frequency. Lender shall not be obligated to deposit the Signing Date, cause to be established by the Custodian a single, segregated non-interest bearing securities account Repairs Escrow Deposits or any funds held in the name Restoration Reserve Account into an interest-bearing account. In no event shall Lender be obligated to disburse funds from any Reserve/Escrow Account if an Event of Default has occurred and is continuing. Disbursements by Lender Only. Only Lender or a designated representative of Lender may make disbursements from the Reserve/Escrow Accounts. Disbursements shall only be made upon Borrower request (or Master Lessee request, as directed by Borrower) and after satisfaction of all conditions for disbursement. Adjustment to Deposits. Mortgage Loan Terms Exceeding Ten (10) Years. If the Loan Term exceeds ten (10) years (or five (5) years in the case of any Mortgaged Property that is an “affordable housing property” as indicated on the Summary of Loan Terms), a property condition assessment shall be ordered by Lender for the Mortgaged Property at the expense of Borrower (which expense may be paid out of the Issuer, subject to Replacement Reserve Account if excess funds are available). The property condition assessment shall be performed no earlier than the security interest of U.S. Bank National Association, as Trustee, for sixth month and no later than the benefit ninth month of the Secured Parties, which shall be designated as tenth Loan Year and every tenth Loan Year thereafter if the Custodial Account, which shall be maintained with the Custodian in accordance with the Issuer Account Control Agreement. The Custodian shall credit all Portfolio Assets Loan Term exceeds twenty (including, without limitation, Portfolio Assets contributed by the Sole Shareholder pursuant to the Issuer Sale and Contribution Agreement as Voluntary Contributions/Sales20) to the Custodial Account upon the delivery by the Issuer years (or the Collateral Manager fifth Loan Year in the case of any Mortgaged Property that is an “affordable housing property” as indicated on behalf the Summary of Loan Terms and every fifth Loan Year thereafter if the Loan Term exceeds ten (10) years). After review of the Issuer) or property condition assessment, the Sole Shareholder amount of the relevant duly executed transfer documentation relating Monthly Replacement Reserve Deposit may be adjusted by Lender for the remaining Loan Term by written notice to Borrower so that the acquisition thereof by Monthly Replacement Reserve Deposits are sufficient to fund the Issuer Replacements as and when required and/or the amount to the Custodian. The only permitted withdrawals from the Custodial Account shall be in accordance with the provisions of this Indenture. The Trustee agrees to give the Issuer immediate notice if (to the actual knowledge of a Trust Officer of the Trustee) the Custodial Account or any assets or securities on deposit therein, or otherwise to the credit of the Custodial Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. At any time when all of the Withdrawal Conditions are satisfied, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, transfer from the Custodial Account all or part of any Portfolio Asset (other than a Zero Value Portfolio Asset) specified held in the direction from the Collateral Manager to the Sole Shareholder or a Person designated Repairs Escrow Account may be adjusted by the Sole Shareholder; provided Lender so that the transfer documentation for any such transfer shall provide that Repairs Escrow Deposit is sufficient to fund the settlement of such transfer shall be conditional upon confirmation from the Valuation Agent on such settlement date that the Withdrawal Conditions are still satisfied. At any time, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, Repairs as and upon receipt of such Issuer Order, the Trustee shall, transfer from the Custodial Account all or part of any Zero Value Portfolio Asset specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholderwhen required.

Custodial Accounts. In accordance All Custodial Accounts required to be maintained by the Seller have been established and continuously maintained in compliance with Applicable Requirements and Accepted Servicing Practices. Custodial Funds received by or on behalf of the Seller have been properly credited to the appropriate Custodial Account in a timely manner and in compliance with Applicable Requirements and Accepted Servicing Practices, and have been retained in and disbursed from the Custodial Accounts in compliance with the Applicable Requirements and Accepted Servicing Practices and any funds in such Custodial Accounts that have been used by or on behalf of the Seller or a Prior Servicer to make payments of shortfalls relating to prepaid principal and interest or Advances have been or will be reimbursed to the Custodial Account prior to transfer of the Custodial Funds to the Purchaser or its designee pursuant to this Agreement or shall be or will be otherwise accounted for in the reconciliation of funds in the Custodial Accounts and Advances consistent with this Indenture and the Issuer Account Control Agreement, Accepted Servicing Practices and Applicable Requirements. Mortgage Escrow Payments received by the Trustee shall, prior Seller have been credited to the Signing Dateappropriate Custodial Account maintained for escrow payments, cause to be established by the Custodian a single, segregated non-interest bearing securities account and have been retained in the name of the Issuer, subject to the security interest of U.S. Bank National Association, as Trustee, for the benefit of the Secured Parties, which shall be designated as the and disbursed from such Custodial Account, which shall be maintained with the Custodian Account in accordance with the Issuer Account Control AgreementApplicable Requirements. The Custodian shall credit all Portfolio Assets (includingIn accordance with Applicable Requirements, without limitationthe Seller has analyzed the payments required to be deposited into the appropriate Custodial Accounts maintained for escrow payments and adjusted the payment thereto in order to eliminate any deficiency, Portfolio Assets contributed by the Sole Shareholder pursuant to the Issuer Sale and Contribution Agreement as Voluntary Contributions/Sales) to Seller has properly accounted for any deficiency resulting from using amounts in the Custodial Account upon to make Advances, which deficiency will be appropriately funded in the delivery reconciliation of funds in the Custodial Accounts and Advances consistent with this Agreement, Accepted Servicing Practices and Applicable Requirements. With regard to Mortgage Loans that provide for Mortgage Escrow Payments, the Seller has (a) computed the amount of such payments in compliance with Applicable Requirements, (b) paid on a timely basis all charges and other items to be paid out of the Mortgage Escrow Payments in compliance with the Applicable Requirements, and when required by the Issuer applicable Servicing Agreement have advanced their own respective funds to pay such charges and items, and (c) timely delivered to the related Mortgagors the statements and notices required by Applicable Requirements in connection with Custodial Accounts, including without limitation statements of taxes and other items paid out of the Mortgage Escrow Payments and notices of adjustments to the amount of the Mortgage Escrow Payments. With respect to Mortgage Escrow Payments, there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made in compliance with the Applicable Requirements and Accepted Servicing Practices, and, except with respect to modified Mortgage Loans as permitted by Applicable Requirements, no Mortgage Escrow Payments or other charges or prepayments due from Mortgagor have been capitalized under any Mortgage Instrument or the Collateral Manager related Mortgage Note. All funds received by the Seller in connection with the satisfaction of Mortgage Loans, including foreclosure proceeds and insurance proceeds from hazard losses, have been deposited in the appropriate Custodial Account and all such funds have been applied to pay accrued interest on behalf the Mortgage Loans, to reduce the principal balance of the Issuer) Mortgage Loans in question, or the Sole Shareholder for reimbursement of the relevant duly executed transfer documentation relating repairs to the acquisition thereof Mortgaged Property or as otherwise required by the Issuer to the Custodian. The only permitted withdrawals from the Custodial Account shall be in accordance with the provisions of this Indenture. The Trustee agrees to give the Issuer immediate notice if (to the actual knowledge of a Trust Officer of the Trustee) the Custodial Account Applicable Requirements or any assets or securities are on deposit therein, or otherwise to in the credit of the appropriate Custodial Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. At any time when all of the Withdrawal Conditions are satisfied, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, transfer from the Custodial Account all or part of any Portfolio Asset (other than a Zero Value Portfolio Asset) specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholder; provided that the transfer documentation for any such transfer shall provide that the settlement of such transfer shall be conditional upon confirmation from the Valuation Agent on such settlement date that the Withdrawal Conditions are still satisfied. At any time, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order, the Trustee shall, transfer from the Custodial Account all or part of any Zero Value Portfolio Asset specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholder.

Custodial Accounts. In Each of the Company and its Subsidiaries so required has full power and authority to maintain escrow accounts ("Custodial Accounts") for certain of the Mortgage Loans, has established Custodial Accounts for all escrow deposits relating to Servicing Rights, and is the lawful fiduciary of all Custodial Accounts related to the Mortgage Loans. Such Custodial Accounts comply in all material respects with (I) all applicable Regulations (including without limitation Regulations governing the appropriate identification of such accounts and the calculation of the amount of the monthly payments for deposit into Custodial Accounts that mortgagors are required to make) and (II) any terms of the Mortgage Loans (and Mortgage Servicing Agreements) relating thereto, and all such Custodial Accounts have been maintained in all material respects in accordance with usual and customary industry practice. The Custodial Accounts contain the amounts shown in the records of the Company or the appropriate Company Subsidiary, which amounts represent all monies received or advanced by the Company or such Company Subsidiary as required by the applicable Mortgage Servicing Agreements, less amounts remitted by or on behalf of the Company or such Company Subsidiary pursuant to applicable Mortgage Servicing Agreements, except for checks in process. Except as to payments that are past due under the terms of the applicable Loan Documents, all payments of principal and interest due and payable on the Mortgage Loans and all Custodial Account deposits for taxes, assessments, ground rents and fire or hazard insurance have been credited to, and are on deposit in, the appropriate Custodial Accounts. The Custodial Accounts do not have any material funding deficiency. Except as set forth in Section 4.27 of the Disclosure Schedule, the escrow analysis with respect to each Mortgage Loan has been completed for the most recent required date under applicable Regulations. Notification to the mortgagor of all payment adjustments resulting from such escrow analysis, annual statements of taxes and interest paid by the mortgagor and any other statement required by all applicable Regulations has been mailed by the Company or its appropriate Subsidiary or, to the Company's and such Subsidiary's knowledge, by the applicable servicer with respect to Master Serviced Loans. To the extent required by applicable Regulations, funds have been advanced by the Company or its appropriate Subsidiary or each servicer, as applicable, to each Custodial Account as necessary to timely make all scheduled escrow disbursements. As of the date of this Indenture and the Issuer Account Control Agreement, except as required by applicable Regulations, neither the Trustee shall, prior Company nor any of its Subsidiaries is required to the Signing Date, cause to be established by the Custodian a single, segregated non-pay interest bearing securities account in the name of the Issuer, subject to the security interest of U.S. Bank National Association, as Trustee, for the benefit of the Secured Parties, which shall be designated as on the Custodial Account, which shall be maintained with the Custodian Accounts. Subject to and in accordance with the Issuer Account Control Agreement. The Custodian shall credit all Portfolio Assets (including, without limitation, Portfolio Assets contributed by the Sole Shareholder pursuant applicable requirements pertaining generally to the Issuer Sale type, size or capitalization of depository institutions qualified to hold such balances, of Investors, Insurers, Agencies or other Governmental Entities having jurisdiction, the Company and Contribution Agreement as Voluntary Contributions/Sales) each of its Subsidiaries has the right and power to determine the financial institution in which the Custodial Account upon the delivery by the Issuer (or the Collateral Manager on behalf of the Issuer) or the Sole Shareholder of the relevant duly executed transfer documentation relating to the acquisition thereof by the Issuer to the Custodian. The only permitted withdrawals from the Custodial Account shall be in accordance with the provisions of this Indenture. The Trustee agrees to give the Issuer immediate notice if (to the actual knowledge of a Trust Officer of the Trustee) the Custodial Account or any assets or securities on deposit therein, or otherwise to the credit of the Custodial Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. At any time when all of the Withdrawal Conditions Accounts are satisfied, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, transfer from the Custodial Account all or part of any Portfolio Asset (other than a Zero Value Portfolio Asset) specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholder; provided that the transfer documentation for any such transfer shall provide that the settlement of such transfer shall be conditional upon confirmation from the Valuation Agent on such settlement date that the Withdrawal Conditions are still satisfied. At any time, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order, the Trustee shall, transfer from the Custodial Account all or part of any Zero Value Portfolio Asset specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholderheld.

Custodial Accounts. In All Custodial Accounts required to be maintained by the Related Companies have been established and continuously maintained in all material respects in accordance with this Indenture Applicable Requirements. Except as to payments which are past due under the Mortgage Loans, all Custodial Account balances required by the Mortgage Loans and the Issuer Account Control Agreement, the Trustee shall, prior paid to the Signing Date, cause to be established by Related Companies for the Custodian a single, segregated non-interest bearing securities account in the name of the Issuer, subject Mortgagors under the Mortgage Loans have been credited to the security interest of U.S. Bank National Association, as Trustee, for appropriate account and have been retained in and disbursed from the benefit of the Secured Parties, which shall be designated as the Custodial Account, which shall be maintained with the Custodian appropriate account in accordance with the Issuer Account Control AgreementApplicable Requirements. The Custodian shall credit all Portfolio Assets (includingWith regard to Mortgage Loans that provide for Mortgage Escrow Payments, without limitationthe Related Companies and, Portfolio Assets contributed by the Sole Shareholder pursuant to the Issuer Sale and Contribution Agreement as Voluntary Contributions/Sales) to the Custodial Account upon the delivery by the Issuer (or the Collateral Manager on behalf best of the IssuerSellers' Knowledge and the Company's Knowledge, each Originator and Prior Servicer, in all material respects, has (i) or computed the Sole Shareholder amount of the relevant duly executed transfer documentation relating to the acquisition thereof by the Issuer to the Custodian. The only permitted withdrawals from the Custodial Account shall be such payments in accordance with Applicable Requirements, (ii) paid on a timely basis all charges and other items to be paid out of the provisions of this Indenture. The Trustee agrees Mortgage Escrow Payments, and when required by the applicable Servicing Agreement has advanced its own funds to give the Issuer immediate notice if pay such charges and items, and (iii) delivered to the actual knowledge related Mortgagors the statements and notices required by Applicable Requirements in connection with the Custodial Accounts, including without limitation statements of a Trust Officer taxes and other items paid out of the Trustee) the Custodial Account or any assets or securities on deposit therein, or otherwise Mortgage Escrow Payments and notices of adjustments to the credit amount of the Custodial Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. At any time when all of the Withdrawal Conditions are satisfied, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, transfer from the Custodial Account all or part of any Portfolio Asset (other than a Zero Value Portfolio Asset) specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholder; provided that the transfer documentation for any such transfer shall provide that the settlement of such transfer shall be conditional upon confirmation from the Valuation Agent on such settlement date that the Withdrawal Conditions are still satisfied. At any time, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order, the Trustee shall, transfer from the Custodial Account all or part of any Zero Value Portfolio Asset specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole ShareholderMortgage Escrow Payments.

Custodial Accounts. All Custodial Accounts required to be maintained by Seller have been established and continuously maintained in accordance with Applicable Requirements. Custodial Funds received by Seller have been credited to the appropriate Custodial Account, and have been retained in and disbursed from the Custodial Accounts in accordance with Applicable Requirements. In accordance with this Indenture Applicable Requirements, Seller has analyzed the payments required to be deposited into the Custodial Accounts and adjusted the Issuer Account Control Agreement, payment thereto in order to eliminate any deficiency. For the Trustee shallavoidance of doubt, prior to transferring the Signing DateCustodial Funds, cause Seller shall fully fund the Custodial Account to be established by the Custodian a singletake into account all prepaid principal, segregated non-including prepayments in full and curtailments, and interest bearing securities account in the name of the Issuer, subject received with respect to the security interest Mortgage Loans. With regard to Mortgage Loans that provide for Mortgage Escrow Payments, Seller and each Originator and Prior Servicer has (a) computed the amount of U.S. Bank National Association, as Trustee, for the benefit of the Secured Parties, which shall be designated as the Custodial Account, which shall be maintained with the Custodian such payments in accordance with Applicable Requirements, (b) paid on a timely basis all charges and other items to be paid out of the Issuer Account Control Agreement. The Custodian shall credit all Portfolio Assets (includingMortgage Escrow Payments, without limitation, Portfolio Assets contributed and when required by the Sole Shareholder pursuant applicable Servicing Agreements has advanced its own funds to pay such charges and items, and (c) delivered to the Issuer Sale related Mortgagors the statements and Contribution Agreement as Voluntary Contributions/Sales) notices required by Applicable Requirements in connection with Custodial Accounts, including statements of taxes and other items paid out of the Mortgage Escrow Payments and notices of adjustments to the Custodial Account upon the delivery by the Issuer (or the Collateral Manager on behalf amount of the Issuer) or the Sole Shareholder of the relevant duly executed transfer documentation relating to the acquisition thereof by the Issuer to the Custodian. The only permitted withdrawals from the Custodial Account shall be in accordance with the provisions of this Indenture. The Trustee agrees to give the Issuer immediate notice if (to the actual knowledge of a Trust Officer of the Trustee) the Custodial Account or any assets or securities on deposit therein, or otherwise to the credit of the Custodial Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. At any time when all of the Withdrawal Conditions are satisfied, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, transfer from the Custodial Account all or part of any Portfolio Asset (other than a Zero Value Portfolio Asset) specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholder; provided that the transfer documentation for any such transfer shall provide that the settlement of such transfer shall be conditional upon confirmation from the Valuation Agent on such settlement date that the Withdrawal Conditions are still satisfied. At any time, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order, the Trustee shall, transfer from the Custodial Account all or part of any Zero Value Portfolio Asset specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole ShareholderMortgage Escrow Payments.