Common use of Custodial Responsibilities Clause in Contracts

Custodial Responsibilities. (a) Each Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the applicable Custodian. Each Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. (b) Each Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation is received by the Trustee, the applicable Custxxxxx xxx petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdian, the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable such Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days' prior written request and during normal business hours at the office of the applicable Custodian. Each Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. Upon receipt of a written request made by a Servicer in the form of the Request for Release, the applicable Custodian shall release within five Business Days the related Mortgage File in accordance with Section 3.16. (b) Each Custodian and any of its respective directors, officers, employees or agents shall be indemnified by the Trust Fund and held harmless against any loss, liability, or expense (including reasonable attorneys' fees) incurred in connection with any claim or legal action relating to this Agreement or the performance of any of the Custodian's duties under this Agreement other than any loss, liability, or expense incurred (i) resulting from any breach of a Servicer's obligations in connection with this Agreement for which such Servicer has performed its obligations to indemnify the Custodians pursuant to Section 6.05, (ii) resulting from any breach of the applicable Responsible Party's obligations in connection with this Agreement for which the applicable Responsible Party has performed its obligations to indemnify the Custodians pursuant to Section 2.03(k), or (iii) because of willful misfeasance, bad faith, or negligence in the performance of any of the Custodian's duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the Custodian. Except as otherwise provided in this Agreement or a separate letter agreement between the Depositor and the applicable Custodian, such Custodian shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by such Custodian in the ordinary course of its duties as Custodian under this Agreement or for any other expenses incurred by the Custodian; provided, however, that no expense shall be reimbursed by the Trust Fund under this Agreement if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions. (c) Each Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor Trustee within such 60 day period; and (ii) delivery of all Mortgage Loan Custodial Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the applixxxxx Xxxtodian's resignation is received by the Trustee, the applicable Custxxxxx xxx such Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdian, the applicable Custodian shall, at such Custodian's expenseexpense (xxxxxx xor nonpayment, xxxxxxxx then at the expense of the Trust), promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each Custodian of the Custodians shall provide access to the Mortgage Loan Documents documents in possession of the applicable such Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days prior written request and during normal business hours at the office of such Custodian; provided, however, that, unless otherwise required by law or any regulatory or administrative agency (including the applicable CustodianFDIC), such Custodian shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. Each Custodian of the Custodians shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting Trust that covers such access. Custodians actual costs. Upon receipt of a request for release by a Servicer substantially in the form of Exhibit L-1, Exhibit L-2, Exhibit L-3 or Exhibit L-4 hereto, the applicable Custodian shall release within five (b5) Business Days the related Mortgage File to such Servicer and the Trustee shall execute and deliver to such Servicer, without recourse, a request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage (furnished by such Servicer), together with the Mortgage Note. Each Custodian of the Custodians may resign from its obligations hereunder at any time or may be terminated by the Trustee with cause, in each case, upon 60 days' prior sixty (60) days written notice to the Trusteeapplicable Servicer, the Depositor, the Securities Administrator NIM Insurer and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to Securities Administrator, in which event the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files will be obligated to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodianappoint a successor. If no successor Custodian is has been appointed and has accepted appointment within 60 sixty (60) days after written notice the resignation or termination of such Custxxxxx'x xesignation is received by the TrusteeCustodian, the applicable Custxxxxx xxx such Custodian may petition a any court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and for appointment of succesxxx Xxxxxdiana successor. The Securities Administrator, pursuant to a separate agreement, shall compensate from its own funds the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered Custodians for their respective activities under this Agreement. Notwithstanding the foregoing, The Custodians shall have no lien on the Trust Fund, not Fund for the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure payment of such Custodian fees. The Custodians shall be entitled to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trustreimbursed, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating from funds on deposit in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent Distribution Account, amounts sufficient to indemnify and hold harmless each of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Custodians and any director, officer, employee, or agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless a Custodian against any and all claimsloss, lossesliability, damages, penalties, fines, forfeitures, or expense (including reasonable and necessary attorneys’ fees) incurred in connection with any claim or legal fees and related costs, judgments, and any other costs, fees and expenses that action relating to: (a) this Agreement; (b) the Certificates; or (c) the performance of any of them may sustain in such Xxxxxxxxx’s duties under this Agreement, other than any way related to loss, liability, or expense (i) resulting from any breach of a Servicer’s obligations in connection with a Servicing Agreement for which the failure of the applicable Servicer has performed its obligation to indemnify such Custodian pursuant to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or such Servicing Agreement, (ii) resulting from any material misstatement breach of the Responsible Party’s obligations in connection with a Sale Agreement for which the Responsible Party has performed its obligation to indemnify such Custodian pursuant to such Sale Agreement or omission contained (iii) incurred because of willful misfeasance, bad faith, or negligence in the performance of any assessment of compliance provided to be delivered by the applicable such Custodian’s duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable CustodianCustodians. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each Custodian of the Custodians shall provide access to the Mortgage Loan Documents documents in possession of the applicable such Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days prior written request and during normal business hours at the office of such Custodian; provided, however, that, unless otherwise required by law or any regulatory or administrative agency (including the applicable CustodianFDIC), such Custodian shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. Each Custodian of the Custodians shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting Trust that covers such access. Custodians actual costs. Upon receipt of a request for release by a Servicer substantially in the form of Exhibit L, Exhibit L-1 or Exhibit L-2 hereto, the applicable Custodian shall release within five (b5) Business Days the related Mortgage File to such Servicer and the Trustee shall execute and deliver to such Servicer, without recourse, a request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage (furnished by such Servicer), together with the Mortgage Note. Each Custodian of the Custodians may resign from its obligations hereunder at any time or may be terminated by the Trustee with cause, in each case, upon 60 days' prior sixty (60) days written notice to the Trusteeapplicable Servicer, the Depositor, Depositor and the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to Administrator, in which event the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files will be obligated to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodianappoint a successor. If no successor Custodian is has been appointed and has accepted appointment within 60 sixty (60) days after written notice the resignation or termination of such Custxxxxx'x xesignation is received by the TrusteeCustodian, the applicable Custxxxxx xxx such Custodian may petition a any court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and for appointment of succesxxx Xxxxxdiana successor. The Securities Administrator, pursuant to a separate agreement, shall compensate from its own funds the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered Custodians for their respective activities under this Agreement. Notwithstanding the foregoing, The Custodians shall have no lien on the Trust Fund, not Fund for the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure payment of such Custodian fees. The Custodians shall be entitled to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trustreimbursed, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating from funds on deposit in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent Distribution Account, amounts sufficient to indemnify and hold harmless each of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Custodians and any director, officer, employee, or agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless a Custodian against any and all claimsloss, lossesliability, damages, penalties, fines, forfeitures, or expense (including reasonable and necessary attorneys' fees) incurred in connection with any claim or legal fees and related costs, judgments, and any other costs, fees and expenses that action relating to: (a) this Agreement; (b) the Certificates; or (c) the performance of any of them may sustain in such Custodian's duties under this Agreement, other than any way related to loss, liability, or expense (i) resulting from any breach of a Servicer's obligations in connection with a Servicing Agreement for which the failure of the applicable Servicer has performed its obligation to indemnify such Custodian pursuant to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or such Servicing Agreement, (ii) resulting from any material misstatement breach of the Responsible Party's obligations in connection with a Sale Agreement for which the Responsible Party has performed its obligation to indemnify such Custodian pursuant to such Sale Agreement or omission contained (iii) incurred because of willful misfeasance, bad faith, or negligence in the performance of any assessment of compliance provided to be delivered by the applicable such Custodian's duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable CustodianCustodians. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, FDIC and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days' prior written request and during normal business hours at the office of the applicable Custodian. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. (b) Each The Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the ServicersServicer. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the Custodian's resignation is received by the Trustee, the applicable Custxxxxx xxx Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdiansuccessor Custodian, the applicable Custodian shall, at such the Custodian's expense, xxxxxxxx promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such the Custodian shall resign with cause (including such a Custodian's resignation due to the failure of such the Custodian to be paid xxx xxxx all fees due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each the Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each The Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Trustee and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor or the Securities Administrator Trustee and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable reasonably and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or material omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the applicable Custodian. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. (b) Each The Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the ServicersServicer. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the Custodian's resignation is received by the Trustee, the applicable Custxxxxx xxx Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdiansuccessor Custodian, the applicable Custodian shall, at such the Custodian's expense, xxxxxxxx promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such the Custodian shall resign with cause (including such Custodian's resignation due to the failure of such the Custodian to be paid xxx xxxx all fees due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each Custodian of the Custodians shall provide access to the Mortgage Loan Documents documents in possession of the applicable such Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days prior written request and during normal business hours at the office of such Custodian; provided, however, that, unless otherwise required by law or any regulatory or administrative agency (including the applicable CustodianFDIC), such Custodian shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. Each Custodian of the Custodians shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting Trust that covers such access. Custodians actual costs. Upon receipt of a Request for Release by a Servicer, the applicable Custodian shall release within five Business Days the related Mortgage File to such Servicer and the Trustee shall execute and deliver to such Servicer, without recourse, a request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage (b) furnished by such Servicer), together with the Mortgage Note. Each Custodian of the Custodians may resign from its obligations hereunder at any time or may be terminated by the Trustee with cause, in each case, upon 60 days' prior days written notice to the Trusteeapplicable Servicer, the Depositor, Depositor and the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to Administrator, in which event the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files will be obligated to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodianappoint a successor. If no successor Custodian is has been appointed and has accepted appointment within 60 days after written notice the resignation or termination of such Custxxxxx'x xesignation is received by the TrusteeCustodian, the applicable Custxxxxx xxx such Custodian may petition a any court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and for appointment of succesxxx Xxxxxdiana successor. The Securities Administrator, pursuant to a separate agreement, shall compensate from its own funds the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered Custodians for their respective activities under this Agreement. Notwithstanding the foregoing, The Custodians shall have no lien on the Trust Fund, not Fund for the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure payment of such Custodian fees. The Custodians shall be entitled to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trustreimbursed, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating from funds on deposit in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent Distribution Account, amounts sufficient to indemnify and hold harmless each of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Custodians and any director, officer, employee, or agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless a Custodian against any and all claimsloss, lossesliability, damages, penalties, fines, forfeitures, or expense (including reasonable and necessary attorneys' fees) incurred in connection with any claim or legal fees and related costs, judgments, and any other costs, fees and expenses that action relating to: (a) this Agreement; (b) the Certificates; or (c) the performance of any of them may sustain in such Custodian's duties under this Agreement, other than any way related to loss, liability, or expense (i) resulting from any breach of a Servicer's obligations in connection with a Servicing Agreement for which the failure of the applicable Servicer has performed its obligation to indemnify such Custodian pursuant to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or such Servicing Agreement, (ii) resulting from any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal breach of the applicable Custodian. (e) Notwithstanding anything Responsible Party's obligations in this connection with a Servicing Agreement for which the Responsible Party has performed its obligation to the contrary, no indemnify such Custodian shall be required pursuant to deliversuch Servicing Agreement, or to cause to be delivered(iii) incurred because of willful misfeasance, an assessment bad faith, or negligence in the performance of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the such Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal yearduties under this Agreement.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days prior written request and during normal business hours at the office of the applicable Custodian; provided, however, that, unless otherwise required by law or any regulatory or administrative agency (including the FDIC), the Custodian shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting Trust that covers the Custodian actual costs. Upon receipt of a Request for Release by the Servicer, the Custodian shall release within five Business Days the related Mortgage File to the Servicer and the Trustee shall execute and deliver to the Servicer, without recourse, a request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such access. instrument releasing the lien of the Mortgage (b) Each furnished by such Servicer), together with the Mortgage Note. The Custodian may resign from its obligations hereunder at any time or may be terminated by the Trustee with cause, in each case, upon 60 days' prior days written notice to the TrusteeServicer, the Depositor, Depositor and the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to Administrator, in which event the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files will be obligated to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodianappoint a successor. If no successor Custodian is has been appointed and has accepted appointment within 60 days after written notice the resignation or termination of such Custxxxxx'x xesignation is received by the TrusteeCustodian, the applicable Custxxxxx xxx Custodian may petition a any court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and for appointment of succesxxx Xxxxxdiana successor. The Securities Administrator, pursuant to a separate agreement, shall compensate from its own funds the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered for its activities under this Agreement. Notwithstanding the foregoing, The Custodian shall have no lien on the Trust Fund, not Fund for the applicable Custodian, shall bear the costs relating to the transfer payment of Mortgage Files if such fees. The Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian be entitled to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trustreimbursed, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating from funds on deposit in the servicing function" within Distribution Account, amounts sufficient to indemnify and hold harmless the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, or agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless Custodian against any and all claimsloss, lossesliability, damagesor expense (including reasonable attorneys' fees) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that or (c) the performance of any of them may sustain in the Custodian's duties under this Agreement, other than any way related to loss, liability, or expense (i) the failure resulting from any breach of the applicable Servicer's obligations in connection with the Master Seller's Warranties and Servicing Agreement for which the Servicer has performed its obligation to indemnify the Custodian pursuant to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or Master Seller's Warranties and Servicing Agreement, (ii) resulting from any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal breach of the applicable Custodian. (e) Notwithstanding anything Responsible Party's obligations in this connection with the Master Seller's Warranties and Servicing Agreement for which the Responsible Party has performed its obligation to indemnify the Custodian pursuant to the contrary, no Custodian shall be required to deliverMaster Seller's Warranties and Servicing Agreement, or to cause to be delivered(iii) incurred because of willful misfeasance, an assessment bad faith, or negligence in the performance of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal yearduties under this Agreement.

Custodial Responsibilities. (a) Each Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable such Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days' prior written request and during normal business hours at the office of the applicable Custodian. Each Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. Upon receipt of a written request made by a Servicer in the form of the Request for Release, the applicable Custodian shall release within five Business Days the related Mortgage File in accordance with Section 3.16. (b) Each Custodian and any of its respective directors, officers, employees or agents shall be indemnified by the Trust Fund and held harmless against any loss, liability, or expense (including reasonable attorneys' fees) incurred in connection with any claim or legal action relating to this Agreement or the performance of any of the Custodian's duties under this Agreement other than any loss, liability, or expense incurred (i) resulting from any breach of a Servicer's obligations in connection with this Agreement for which such Servicer has performed its obligations to indemnify the Custodians pursuant to Section 6.05, (ii) resulting from any breach of the applicable Responsible Party's obligations in connection with this Agreement for which the applicable Responsible Party has performed its obligations to indemnify the Custodians pursuant to Section 2.03(k), or (iii) because of willful misfeasance, bad faith, or negligence in the performance of any of the Custodian's duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the Custodian. Except as otherwise provided in this Agreement or a separate letter agreement between the Depositor and the applicable Custodian, such Custodian shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by such Custodian in the ordinary course of its duties as Custodian under this Agreement or for any other expenses incurred by the Custodian; provided, however, that no expense shall be reimbursed by the Trust Fund under this Agreement if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions. (c) Each Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor Trustee within such 60 day period; and (ii) delivery of all Mortgage Loan Custodial Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the applicable Custodian's resignation is received by the Trustee, the applicable Custxxxxx xxx such Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdiansuccessor Custodian, the applicable Custodian shall, at such Custodian's expenseexpense (unless for nonpayment, xxxxxxxx then at the expense of the Trust), promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian to be paid xxx xxxx due to such Custodian hereunder). (cd) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian the Custodians shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) AB. Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Sponsor and any director, officer, employee, employee or agent and affiliate of the Depositor, Depositor or the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered breach by the applicable Custodian of its obligation set forth in the preceding sentence or (ii) the failure of any material misstatement or omission contained in Custodian to perform any assessment of compliance provided to be delivered by the applicable Custodianits obligations under Section 3.23. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment information relating to Item 1117 of compliance or accountant's attestation report Regulation AB pursuant to Section 3.23 Sections 8.12(b) and (c) and Exhibits T and U to this Agreement for any fiscal year reporting period of the Trust in which the Custodian's Weighted Average Percentage is 5% or lessless than 20%. The "Custodian's Weighted Average Percentage" means, for each fiscal year the applicable reporting period of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year reporting period of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal yearreporting period.

Custodial Responsibilities. (a) Each Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable such Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days' prior written request and during normal business hours at the office of the applicable Custodian. Each Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. Upon receipt of a written request made by a Servicer in the form of the Request for Release, the applicable Custodian shall release within five Business Days the related Mortgage File in accordance with Section 3.16. (b) Each Custodian and any of its respective directors, officers, employees or agents shall be indemnified by the Trust Fund and held harmless against any loss, liability, or expense (including reasonable attorneys' fees) incurred in connection with any claim or legal action relating to this Agreement or the performance of any of the Custodian's duties under this Agreement other than any loss, liability, or expense incurred (i) resulting from any breach of a Servicer's obligations in connection with this Agreement for which such Servicer has performed its obligations to indemnify the Custodians pursuant to Section 6.05, (ii) resulting from any breach of the applicable Responsible Party's obligations in connection with this Agreement for which the applicable Responsible Party has performed its obligations to indemnify the Custodians pursuant to Section 2.03(k), or (iii) because of willful misfeasance, bad faith, or negligence in the performance of any of the Custodian's duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the Custodian. Except as otherwise provided in this Agreement or a separate letter agreement between the Depositor and the applicable Custodian, such Custodian shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by such Custodian in the ordinary course of its duties as Custodian under this Agreement or for any other expenses incurred by the Custodian; provided, however, that no expense shall be reimbursed by the Trust Fund under this Agreement if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions. (c) Each Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor Trustee within such 60 day period; and (ii) delivery of all Mortgage Loan Custodial Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the applixxxxx Xxxtodian's resignation is received by the Trustee, the applicable Custxxxxx xxx such Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdian, the applicable Custodian shall, at such Custodian's expenseexpense (xxxxxx xor nonpayment, xxxxxxxx then at the expense of the Trust), promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian to be paid xxx xxxx due to such Custodian hereunder). (cd) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian the Custodians shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) AB. Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Sponsor and any director, officer, employee, employee or agent and affiliate of the Depositor, Depositor or the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered breach by the applicable Custodian of its obligation set forth in the preceding sentence or (ii) the failure of any material misstatement or omission contained in Custodian to perform any assessment of compliance provided to be delivered by the applicable Custodianits obligations under Section 3.23. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment information relating to Item 1117 of compliance or accountant's attestation report Regulation AB pursuant to Section 3.23 Sections 8.12(b) and (c) and Exhibits T and U to this Agreement for any fiscal year reporting period of the Trust in which the Custodian's Weighted Average Percentage is 5% or lessless than 20%. The "Custodian's Weighted Average Percentage" means, for each fiscal year the applicable reporting period of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year reporting period of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal yearreporting period.

Custodial Responsibilities. (a) Each Custodian of the Custodians shall provide access to the Mortgage Loan Documents documents in possession of the applicable such Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days prior written request and during normal business hours at the office of such Custodian; provided, however, that, unless otherwise required by law or any regulatory or administrative agency (including the applicable CustodianFDIC), such Custodian shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. Each Custodian of the Custodians shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting Trust that covers such access. Custodians actual costs. Upon receipt of a Request for Release by a Servicer, the applicable Custodian shall release within five (b5) Business Days the related Mortgage File to such Servicer and the Trustee shall execute and deliver to such Servicer, without recourse, a request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage (furnished by such Servicer), together with the Mortgage Note. Each Custodian of the Custodians may resign from its obligations hereunder at any time or may be terminated by the Trustee with cause, in each case, upon 60 days' prior sixty (60) days written notice to the Trusteeapplicable Servicer, the Depositor, Depositor and the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to Administrator, in which event the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files will be obligated to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodianappoint a successor. If no successor Custodian is has been appointed and has accepted appointment within 60 sixty (60) days after written notice the resignation or termination of such Custxxxxx'x xesignation is received by the TrusteeCustodian, the applicable Custxxxxx xxx such Custodian may petition a any court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and for appointment of succesxxx Xxxxxdiana successor. The Securities Administrator, pursuant to a separate agreement, shall compensate from its own funds the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered Custodians for their respective activities under this Agreement. Notwithstanding the foregoing, The Custodians shall have no lien on the Trust Fund, not Fund for the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure payment of such Custodian fees. The Custodians shall be entitled to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trustreimbursed, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating from funds on deposit in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent Distribution Account, amounts sufficient to indemnify and hold harmless each of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Custodians and any director, officer, employee, or agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless a Custodian against any and all claimsloss, lossesliability, damages, penalties, fines, forfeitures, or expense (including reasonable and necessary attorneys' fees) incurred in connection with any claim or legal fees and related costs, judgments, and any other costs, fees and expenses that action relating to: (a) this Agreement; (b) the Certificates; or (c) the performance of any of them may sustain in such Custodian's duties under this Agreement, other than any way related to loss, liability, or expense (i) resulting from any breach of a Servicer's obligations in connection with a Servicing Agreement for which the failure of the applicable Servicer has performed its obligation to indemnify such Custodian pursuant to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or such Servicing Agreement, (ii) resulting from any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal breach of the applicable Custodian. (e) Notwithstanding anything Responsible Party's obligations in this connection with a Servicing Agreement for which the Responsible Party has performed its obligation to the contrary, no indemnify such Custodian shall be required pursuant to deliversuch Servicing Agreement, or to cause to be delivered(iii) incurred because of willful misfeasance, an assessment bad faith, or negligence in the performance of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the such Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal yearduties under this Agreement.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Master Servicer, the Securities Administrator, the Certificateholders, the FDIC, FDIC and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the applicable Custodian. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. (b) Each The Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Master Servicer, the Securities Administrator and the ServicersServicer. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the Custodian's resignation is received by the Trustee, the applicable Custxxxxx xxx Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdiana successor Custodian, the applicable predecessor Custodian shall, at such the predecessor Custodian's expense, xxxxxxxx promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such the Custodian shall resign with cause (including such a Custodian's resignation due to the failure of such the Custodian to be paid xxx xxxx all fees due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each the Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each The Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Purchaser and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor Depositor or the Securities Administrator Purchaser and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable reasonably and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days' prior written request and during normal business hours at the office of the applicable Custodian. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. Upon receipt of a written request made by a Servicer in the form of the Request for Release, the applicable Custodian shall release within five Business Days the related Mortgage File in accordance with Section 3.16. (b) Each The Custodian may resign from and any of its obligations hereunder upon 60 daysrespective directors, officers, employees or agents shall be indemnified by the Trust Fund and held harmless against any loss, liability, or expense (including reasonable attorneys' prior written notice fees) incurred in connection with any claim or legal action relating to this Agreement or the Trusteeperformance of any of the Custodian's duties under this Agreement other than any loss, the Depositorliability, the Securities Administrator and the Servicers. Such resignation shall take effect upon or expense incurred (i) resulting from any breach of the appointment of a successor Servicer's obligations in connection with this Agreement for which the Servicer has performed its obligations to indemnify the Custodian reasonably acceptable pursuant to the Depositor within such 60 day period; and Section 6.05, (ii) delivery resulting from any breach of all Mortgage Loan Files the Responsible Party's obligations in connection with this Agreement for which the Responsible Party has performed its obligations to indemnify the successor Custodian. The Trustee shall have Custodian pursuant to Section 2.03(k), or (iii) because of willful misfeasance, bad faith, or negligence in the right, but not performance of any of the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation is received by the Trustee, the applicable Custxxxxx xxx petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdian, the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered duties under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything . Except as otherwise provided in this Agreement to or a separate letter agreement between the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of Depositor and the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotientCustodian shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Custodian in the ordinary course of its duties as Custodian under this Agreement or for any other expenses incurred by the Custodian; provided, expressed as a percentagehowever, of (A) that no expense shall be reimbursed by the aggregate Trust Fund under this Agreement if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal yearREMIC Provisions.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the applicable Custodian. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. Upon receipt of a written request made by a Servicer in the form of the Request for Release, the Custodian shall release within five Business Days the related Mortgage File in accordance with Section 3.16. (b) Each The Custodian and any of its respective directors, officers, employees or agents shall be indemnified by the Trust Fund and held harmless against any loss, liability, or expense (including reasonable attorneys' fees) incurred in connection with any claim or legal action relating to this Agreement or the performance of any of the Custodian's duties under this Agreement other than any loss, liability, or expense incurred (i) resulting from any breach of the applicable Servicer's obligations in connection with this Agreement for which the applicable Servicer has performed its obligations to indemnify the Custodian pursuant to Section 6.05, (ii) resulting from any breach of the Responsible Party's obligations in connection with this Agreement for which the Responsible Party has performed its obligations to indemnify the Custodian pursuant to Section 2.03(j), or (iii) because of willful misfeasance, bad faith, or negligence in the performance of any of the Custodian's duties under this Agreement; provided, that no expense shall be reimbursed by this indemnity if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the Custodian. Except as otherwise provided in this Agreement or a separate letter agreement between the Depositor and the Custodian, the Custodian shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Custodian in the ordinary course of its duties hereunder. (c) The Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor Trustee within such 60 day period; and (ii) delivery of all Mortgage Loan Custodial Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the Custodian's resignation is received by the Trustee, the applicable Custxxxxx xxx Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdiansuccessor Custodian, the applicable Custodian shall, at such the Custodian's expenseexpense (unless for nonpayment, xxxxxxxx then at the expense of the Trust), promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days prior written request and during normal business hours at the office of the applicable Custodian; provided, however, that unless otherwise required by law or any regulatory or administrative agency (including the FDIC), the Custodian shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting Trust that covers the Custodian’s actual costs. Upon receipt of a request for release by a Servicer substantially in the form of Exhibit L hereto, the Custodian shall release within five (5) Business Days the related Mortgage File to such access. Servicer and the Trustee shall execute and deliver to such Servicer, without recourse, a request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage (b) Each furnished by such Servicer), together with the Mortgage Note. The Custodian may resign from its obligations hereunder at any time or may be terminated by the Trustee with cause, in each case, upon 60 days' prior sixty (60) days written notice to the Trusteeapplicable Servicer, the Depositor, Depositor and the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to Administrator, in which event the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files will be obligated to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodianappoint a successor. If no successor Custodian is has been appointed and has accepted appointment within 60 sixty (60) days after written notice the resignation or termination of such Custxxxxx'x xesignation is received by the TrusteeCustodian, the applicable Custxxxxx xxx Custodian may petition a any court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and for appointment of succesxxx Xxxxxdiana successor. The Securities Administrator, pursuant to a separate agreement, shall compensate from its own funds the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered for its activities under this Agreement. Notwithstanding the foregoing, The Custodian shall have no lien on the Trust Fund, not Fund for the applicable Custodian, shall bear the costs relating to the transfer payment of Mortgage Files if such fees. The Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian be entitled to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trustreimbursed, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating from funds on deposit in the servicing function" within Certificate Account, amounts sufficient to indemnify and hold harmless the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, or agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless Custodian against any and all claimsloss, lossesliability, damages, penalties, fines, forfeitures, or expense (including reasonable and necessary attorneys’ fees) incurred in connection with any claim or legal fees and related costs, judgments, and any other costs, fees and expenses that action relating to: (a) this Agreement; (b) the Certificates; or (c) the performance of any of them may sustain in the Custodian’s duties under this Agreement, other than any way related to loss, liability, or expense (i) resulting from any breach of a Servicer’s obligations in connection with a Servicing Agreement for which the failure of Servicer has performed its obligation to indemnify the applicable Custodian pursuant to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or such Servicing Agreement, (ii) resulting from any material misstatement breach of the Seller’s obligations in connection with a Sale Agreement for which the Seller has performed its obligation to indemnify the Custodian pursuant to such Sale Agreement, or omission contained (iii) incurred because of willful misfeasance, bad faith, or negligence in the performance of any assessment of compliance provided to be delivered by the applicable Custodian’s duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days' prior written request and during normal business hours at the office of the applicable Custodian. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. Upon receipt of a written request made by the Servicer in the form of the Request for Release, the Custodian shall release within five Business Days the related Mortgage File in accordance with Section 3.16. (b) Each The Custodian and any of its respective directors, officers, employees or agents shall be indemnified by the Trust Fund and held harmless against any loss, liability, or expense (including reasonable attorneys' fees) incurred in connection with any claim or legal action relating to this Agreement or the performance of any of the Custodian's duties under this Agreement other than any loss, liability, or expense incurred (i) resulting from any breach of the Servicer's obligations in connection with this Agreement for which the Servicer has performed its obligations to indemnify the Custodian pursuant to Section 6.05, (ii) resulting from any breach of the Responsible Party's obligations in connection with this Agreement for which the Responsible Party has performed its obligations to indemnify the Custodian pursuant to Section 2.03(k), or (iii) because of willful misfeasance, bad faith, or negligence in the performance of any of the Custodian's duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the Custodian. Except as otherwise provided in this Agreement or a separate letter agreement between the Depositor and the Custodian, the Custodian shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Custodian in the ordinary course of its duties as Custodian under this Agreement or for any other expenses incurred by the Custodian; provided, however, that no expense shall be reimbursed by the Trust Fund under this Agreement if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions. (c) The Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the ServicersServicer or the Countrywide Servicer, as applicable. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor Trustee within such 60 day period; and (ii) delivery of all Mortgage Loan Custodial Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the Custodian's resignation is received by the Trustee, the applicable Custxxxxx xxx Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdiansuccessor Custodian, the applicable Custodian shall, at such Custodian's expenseexpense (unless for nonpayment, xxxxxxxx then at the expense of the Trust), promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian to be paid xxx xxxx due to such Custodian hereunder). (cd) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each the Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each AB. The Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Sponsor and any director, officer, employee, employee or agent and affiliate of the Depositor, Depositor or the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the breach by the Custodian of its obligation set forth in the preceding sentence or the failure of the applicable Custodian to deliver when required perform any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodianits obligations under Section 3.23. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the applicable Custodian. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. Upon receipt of a written Request for Release by Countrywide to the Custodian, the Custodian shall release within five Business Days the related Mortgage File in accordance with Section 3.16. (b) Each The Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the ServicersCountrywide. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor CustodianTrustee. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the Custodian's resignation is received by the Trustee, the applicable Custxxxxx xxx Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdiansuccessor Custodian, the applicable Custodian shall, at such the Custodian's expense, xxxxxxxx promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such the Custodian shall resign with cause (including such Custodian's resignation due to the failure of such the Custodian to be paid xxx xxxx all fees due to such the Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, FDIC and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the applicable Custodian. Each Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. (b) Each Custodian may resign from its obligations hereunder upon 60 days' days prior written notice to the Trustee, the Depositor, the Securities Administrator and the ServicersServicer. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation Custodian's resignation is received by the Trustee, the applicable Custxxxxx xxx Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdiansuccessor Custodian, the applicable Custodian shall, at such Custodian's expense, xxxxxxxx promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian to be paid xxx xxxx all fees due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, FDIC and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days' prior written request and during normal business hours at the office of the applicable Custodian. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. (b) Each The Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the Custodian's resignation is received by the Trustee, the applicable Custxxxxx xxx Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdiansuccessor Custodian, the applicable Custodian shall, at such the Custodian's expense, xxxxxxxx promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such the Custodian shall resign with cause (including such the Custodian's resignation due to the failure of such the Custodian to be paid xxx xxxx all fees and expenses due to such the Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each the Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each The Custodian and any of its directors, officers, employees or agents shall be indemnified by the Trust Fund and held harmless against any and all loss, claim, damage, fee, fine, penalty, liability, or expense (including reasonable attorneys' fees) incurred in connection with any claim or legal action relating to this Agreement or the performance of any of the Custodian's duties under this Agreement other than any loss, liability, or expense directly resulting from the willful misfeasance, bad faith, or negligence in the performance of any of the Custodian's duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the Custodian. Except as otherwise provided in this Agreement or a separate letter agreement between the Depositor and the Custodian, the Custodian shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Custodian in the ordinary course of its duties as Custodian under this Agreement or for any other expenses incurred by the Custodian; provided, however, that no expense shall be reimbursed by the Trust Fund under this Agreement if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions. (e) The Custodian shall indemnify the Depositor, the SponsorSponsors, the Securities Administrator Trustee and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor Sponsors or the Securities Administrator Trustee and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable reasonably and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to directly resulting from (i) the failure of the applicable Custodian to deliver when required any assessment of compliance or accountant's attestation report required to be delivered by the applicable Custodian or (ii) any material misstatement or material omission contained in any assessment of compliance or accountant's attestation report provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each a. On the Purchase Date, or Delivery Date if different from the Purchase Date, the Seller shall deliver to the Custodian the Mortgage File, together with a Transmittal Letter upon which the Custodian shall provide access be entitled to rely conclusively until expressly notified to the contrary in writing by the Buyer. The Mortgage Loan Schedule, relating to all of the Purchased Mortgage Loans delivered to the Custodian on the related Purchase Date (or the related Delivery Date), shall be delivered electronically to the Custodian by Buyer on such Purchase Date or Delivery Date, as applicable, in accordance with the terms of the Manual. b. From time to xxxx Xxxxxx may request Shipment Orders from the Buyer. Once Buyer has indicated that the Custodian has received all the Mortgage Loan Documents in possession of from the applicable Seller, Buyer shall electronically transmit any Shipment Orders to the Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof Custodian shall deliver the specified Collateral Documents or reports in its possession to the Trustee, Takeout Investor (or its custodian) in the Certificateholders, manner directed in the FDIC, Custodial Agreement and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the applicable CustodianShipment Order. Each Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment The Seller is responsible for that purpose at the expense of the person requesting such access. (b) Each Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor within such 60 day period; and (ii) delivery of determining whether all Mortgage Loan Files Documents are on the current forms required by the Takeout Investor, in compliance with any related Takeout Commitment, or otherwise sufficient for the Takeout Investor. Neither the Buyer nor the Custodian shall have any obligation to prepare, assemble, correct or sign any documents included in the Shipment Order. c. In the event that the Custodian delivers any Collateral Documents to the successor Custodian. The Trustee shall have Seller upon the right, but not written authorization of the obligation, Buyer and pursuant to become the successor Custodian. If no successor Seller’s delivery to the Custodian is appointed within 60 days after written notice of an executed request for the release of such Custxxxxx'x xesignation is received by Collateral Documents pursuant to the Trusteeterms of the Custodial Agreement, the applicable Custxxxxx xxx petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx XxxxxdianSeller shall be solely responsible for the safe, the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure prompt return of such Collateral Documents in the timeframe specified in the release request (or other similar document) upon making any correction deemed necessary by Buyer or the Seller. d. In the event that the Custodian to be paid xxx xxxx due pays for the shipment of the package of Collateral Documents, Seller will reimburse Custodian for all actual shipment costs related to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the TrustSeller upon receipt of an invoice; provided, each Custodian that in any event Buyer shall not utilize any Subcontractor be held responsible or liable for the performance recovery of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report shipment costs incurred pursuant to this Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year19.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days' prior written request and during normal business hours at the office of the applicable Custodian. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. Upon receipt of a written request made by a Servicer in the form of the Request for Release, the applicable Custodian shall release within five Business Days the related Mortgage File in accordance with Section 3.16. (b) Each The Custodian may resign from and any of its obligations hereunder upon 60 daysrespective directors, officers, employees or agents shall be indemnified by the Trust Fund and held harmless against any loss, liability, or expense (including reasonable attorneys' prior written notice fees) incurred in connection with any claim or legal action relating to this Agreement or the Trusteeperformance of any of the Custodian's duties under this Agreement other than any loss, the Depositorliability, the Securities Administrator and the Servicers. Such resignation shall take effect upon or expense incurred (i) resulting from any breach of the appointment of a successor Servicer's obligations in connection with this Agreement for which the Servicer has performed its obligations to indemnify the Custodian reasonably acceptable pursuant to the Depositor within such 60 day period; and Section 6.05, (ii) delivery resulting from any breach of all Mortgage Loan Files the Responsible Party's obligations in connection with this Agreement for which the Responsible Party has performed its obligations to indemnify the successor Custodian. The Trustee shall have Custodian pursuant to Section 2.03(k), or (iii) because of willful misfeasance, bad faith, or negligence in the right, but not performance of any of the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation is received by the Trustee, the applicable Custxxxxx xxx petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdian, the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered duties under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything . Except as otherwise provided in this Agreement to or a separate letter agreement between the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of Depositor and the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotientCustodian shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Custodian in the ordinary course of its duties as Custodian under this Agreement or for any other expenses incurred by the Custodian; provided, expressed as a percentagehowever, of (A) that no expense shall be reimbursed by the aggregate Trust Fund under this Agreement if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal yearREMIC Provisions.

Custodial Responsibilities. (a) Each Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the applicable Custodian. Each Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. Upon receipt of a written Request for Release by JPMorgan to the applicable Custodian, the applicable Custodian shall release within five Business Days the related Mortgage File in accordance with Section 3.16. (b) Each Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the ServicersJPMorgan. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor CustodianTrustee. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the applicable Custodian's resignation is received by the Trustee, the applicable Custxxxxx xxx Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdiansuccessor Custodian, the applicable Custodian shall, at such the applicable Custodian's expense, xxxxxxxx promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such the applicable Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required be paid all fees due to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal yearhereunder.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days' prior written request and during normal business hours at the office of the applicable Custodian. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. Upon receipt of a written request made by the Servicer in the form of the Request for Release, the Custodian shall release within five Business Days the related Mortgage File in accordance with Section 3.16. (b) Each The Custodian and any of its respective directors, officers, employees or agents shall be indemnified by the Trust Fund and held harmless against any loss, liability, or expense (including reasonable attorneys' fees) incurred in connection with any claim or legal action relating to this Agreement or the performance of any of the Custodian's duties under this Agreement other than any loss, liability, or expense incurred (i) resulting from any breach of the Servicer's obligations in connection with this Agreement for which the Servicer has performed its obligations to indemnify the Custodian pursuant to Section 6.05, (ii) resulting from any breach of the applicable Responsible Party's obligations in connection with this Agreement for which the applicable Responsible Party has performed its obligations to indemnify the Custodian pursuant to Section 2.03(k), or (iii) because of willful misfeasance, bad faith, or negligence in the performance of any of the Custodian's duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the Custodian. Except as otherwise provided in this Agreement or a separate letter agreement between the Depositor and the Custodian, the Custodian shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Custodian in the ordinary course of its duties as Custodian under this Agreement or for any other expenses incurred by the Custodian; provided, however, that no expense shall be reimbursed by the Trust Fund under this Agreement if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions. (c) The Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the ServicersServicer. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor Trustee within such 60 day period; and (ii) delivery of all Mortgage Loan Custodial Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the Custodian's resignation is received by the Trustee, the applicable Custxxxxx xxx Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdiansuccessor Custodian, the applicable Custodian shall, at such Custodian's expenseexpense (unless for nonpayment, xxxxxxxx then at the expense of the Trust), promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the applicable Custodian. Each Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. (b) Each Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the ServicersServicer. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation Custodian's resignation is received by the Trustee, the applicable Custxxxxx xxx Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdiansuccessor Custodian, the applicable Custodian shall, at such Custodian's expense, xxxxxxxx promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian to be paid xxx xxxx all fees due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Sponsor and any director, officer, employee, agent and affiliate of the Depositor, Depositor or the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the applicable Custodian. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. Upon receipt of a written request by Option One, in its capacity as a servicer, in a form acceptable to the Custodian, the Custodian shall release within five Business Days the related Mortgage File in accordance with Section 3.16. (b) Each The Trustee shall pay the Custodian's fees for its services under this Agreement as are set forth in a separate fee schedule of the Trustee (with respect to this transaction, the "Fee Schedule"). The payment of such fees shall be solely the obligation of the Trustee. The obligations of the Trustee under this Section 8.14 shall survive the termination of this Agreement and the resignation or removal of the Custodian. (c) The Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably custodian acceptable to the Depositor Trustee within such 60 day period; and (ii) delivery of all Mortgage Loan Files to the successor Custodiancustodian. The Trustee shall be solely responsible for the payment of the successor custodian's fees. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the Custodian's resignation is received by the Trustee, the applicable Custxxxxx xxx Custodian may petition a court of competent jurisdiction to appoint a successor Custodiancustodian. Upon such resignation and appointment of succesxxx Xxxxxdiansuccessor Custodian, the applicable Custodian shall, at such Custodian's expense, xxxxxxxx promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust FundTrustee, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such the Custodian shall resign with cause (including such Custodian's resignation due to the failure of such the Custodian to be paid xxx xxxx all fees due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days prior written request and during normal business hours at the office of the applicable Custodian; provided, however, that, unless otherwise required by law or any regulatory or administrative agency (including the FDIC), the Custodian shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting Trust that covers the Custodian actual costs. Upon receipt of a Request for Release by the Servicer, the Custodian shall release within five Business Days the related Mortgage File to the Servicer and the Trustee shall execute and deliver to the Servicer, without recourse, a request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such access. instrument releasing the lien of the Mortgage (b) Each furnished by such Servicer), together with the Mortgage Note. The Custodian may resign from its obligations hereunder at any time or may be terminated by the Trustee with cause, in each case, upon 60 days' prior days written notice to the TrusteeServicer, the Depositor, Depositor and the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to Administrator, in which event the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files will be obligated to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodianappoint a successor. If no successor Custodian is has been appointed and has accepted appointment within 60 days after written notice the resignation or termination of such Custxxxxx'x xesignation is received by the TrusteeCustodian, the applicable Custxxxxx xxx Custodian may petition a any court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and for appointment of succesxxx Xxxxxdiana successor. The Securities Administrator, pursuant to a separate agreement, shall compensate from its own funds the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered for its activities under this Agreement. Notwithstanding the foregoing, The Custodian shall have no lien on the Trust Fund, not Fund for the applicable Custodian, shall bear the costs relating to the transfer payment of Mortgage Files if such fees. The Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian be entitled to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trustreimbursed, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating from funds on deposit in the servicing function" within Distribution Account, amounts sufficient to indemnify and hold harmless the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, or agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless Custodian against any and all claimsloss, lossesliability, damagesor expense (including reasonable attorneys' fees) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that or (c) the performance of any of them may sustain in the Custodian's duties under this Agreement, other than any way related to loss, liability, or expense (i) the failure resulting from any breach of the applicable Servicer's obligations in connection with the Master Seller's Warranties and Servicing Agreement for which the Servicer has performed its obligation, if any, to indemnify the Custodian pursuant to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or Master Seller's Warranties and Servicing Agreement, (ii) resulting from any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal breach of the applicable Custodian. (e) Notwithstanding anything Responsible Party's obligations in this connection with the Master Seller's Warranties and Servicing Agreement for which the Responsible Party has performed its obligation, if any, to indemnify the Custodian pursuant to the contrary, no Custodian shall be required to deliverMaster Seller's Warranties and Servicing Agreement, or to cause to be delivered(iii) incurred because of willful misfeasance, an assessment bad faith, or negligence in the performance of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal yearduties under this Agreement.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days' prior written request and during normal business hours at the office of the applicable Custodian. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. Upon receipt of a written request made by a Servicer in the form of the Request for Release, the Custodian shall release within five Business Days the related Mortgage File in accordance with Section 3.16. (b) Each The Custodian and any of its respective directors, officers, employees or agents shall be indemnified by the Trust Fund and held harmless against any loss, liability, or expense (including reasonable attorneys' fees) incurred in connection with any claim or legal action relating to this Agreement or the performance of any of the Custodian's duties under this Agreement other than any loss, liability, or expense incurred (i) resulting from any breach of a Servicer's obligations in connection with this Agreement for which such Servicer has performed its obligations to indemnify the Custodian pursuant to Section 6.05, (ii) resulting from any breach of the Responsible Party's obligations in connection with this Agreement for which the Responsible Party has performed its obligations to indemnify the Custodian pursuant to Section 2.03(o), or (iii) because of willful misfeasance, bad faith, or negligence in the performance of any of the Custodian's duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the Custodian. Except as otherwise provided in this Agreement or a separate letter agreement between the Depositor and the Custodian, the Custodian shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by such Custodian in the ordinary course of its duties as Custodian under this Agreement or for any other expenses incurred by the Custodian; provided, however, that no expense shall be reimbursed by the Trust Fund under this Agreement if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions. (c) The Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor Trustee within such 60 day period; and (ii) delivery of all Mortgage Loan Custodial Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the Custodian's resignation is received by the Trustee, the applicable Custxxxxx xxx Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdiansuccessor Custodian, the applicable Custodian shall, at such the Custodian's expenseexpense (unless for nonpayment, xxxxxxxx then at the expense of the Trust), promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian to be paid xxx xxxx due to such Custodian hereunder). (cd) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each the Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each AB. The Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Sponsor and any director, officer, employee, employee or agent and affiliate of the Depositor, Depositor or the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the breach by the Custodian of its obligation set forth in the preceding sentence or the failure of the applicable Custodian to deliver when required perform any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodianits obligations under Section 3.23. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment information relating to Item 1117 of compliance or accountant's attestation report Regulation AB pursuant to Section 3.23 Sections 8.12(b) and (c) and Exhibits S and T to this Agreement for any fiscal year reporting period of the Trust in which the Custodian's Weighted Average Percentage is 5% or lessless than 20%. The "Custodian's Weighted Average Percentage" means, for each fiscal year the applicable reporting period of the Trust and each the Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year reporting period of the Mortgage Loans for which such the Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal yearreporting period.

Custodial Responsibilities. (a) Each a. With respect to any Purchased Mortgage Loans held by, or to be delivered to, Wxxxx Fargo Bank, National Association as Custodian: i. On the Purchase Date, or Delivery Date if different from the Purchase Date, the Seller shall deliver to the Custodian the Collateral Documents, together with a Transmittal Letter upon which the Custodian shall provide access be entitled to rely conclusively until expressly notified to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the applicable Custodian. Each Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. (b) Each Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation is received by the Trustee, the applicable Custxxxxx xxx petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdian, the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed contrary in writing by the TrusteeBuyer. The Mortgage Loan Schedule, relating to all applicable of the Purchased Mortgage Files being administered under this Loans delivered to the Custodian on the related Purchase Date (or the related Delivery Date), shall be delivered electronically to the Custodian by Buyer on such Purchase Date or Delivery Date, as applicable, in accordance with the terms of the Manual. ii. From time to txxx Xxxxxx may request Shipment Orders from the Buyer. Once Buyer has indicated that the Custodian has received all the Collateral Documents from the Seller, Buyer shall electronically transmit any Shipment Orders to the Custodian and the Custodian shall deliver the specified Collateral Documents or reports in its possession to the Takeout Investor (or its custodian) in the manner directed in the Custodial Agreement and such Shipment Order. The Seller is responsible for determining whether all Collateral Documents are on the current forms required by the Takeout Investor, in compliance with any related Takeout Commitment, or otherwise sufficient for the Takeout Investor. Neither the Buyer nor the Custodian shall have any obligation to prepare, assemble, correct or sign any documents included in the Shipment Order. iii. In the event that the Custodian delivers any Collateral Documents to the Seller upon the written authorization of the Buyer and pursuant to the Seller’s delivery to the Custodian of an executed request for the release of such Collateral Documents pursuant to the terms of the Custodial Agreement. Notwithstanding the foregoing, the Trust FundSeller shall be solely responsible for the safe, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure prompt return of such Collateral Documents in the timeframe specified in the release request (or other similar document) upon making any correction deemed necessary by Buyer or the Seller. iv. In the event that the Custodian to be paid xxx xxxx due pays for the shipment of the package of Collateral Documents, Seller will reimburse Custodian for all actual shipment costs related to such Custodian hereunder)Seller upon receipt of an invoice; provided, that in any event Buyer shall not be held responsible or liable for recovery of shipment costs incurred pursuant to this Section 19. (c) For so long b. Buyer and Seller shall each comply in all respects with their respective duties and obligations as reports are required set forth in and be entitled to be filed their respective rights and benefits under any Custodial Agreement with the Commission under the Exchange Act with respect to the Trusta Custodian other than Wxxxx Fargo Bank, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretionNational Association. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. a. With respect to any Purchased Mortgage Loans held by, or to be delivered to, the Custodian: (a1) Each On the Purchase Date, or Delivery Date if different from the Purchase Date, the Seller shall deliver to the Custodian the Collateral Documents, together with a Transmittal Letter upon which the Custodian shall provide access be entitled to rely conclusively until expressly notified to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the applicable Custodian. Each Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. (b) Each Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation is received by the Trustee, the applicable Custxxxxx xxx petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdian, the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed contrary in writing by the TrusteeAdministrative Agent. The Mortgage Loan Schedule, relating to all applicable of the Purchased Mortgage Files being administered under this Agreement. Notwithstanding Loans delivered to the foregoing, Custodian on the Trust Fund, not related Purchase Date (or the applicable Custodianrelated Delivery Date), shall bear the costs relating be delivered electronically to the transfer of Mortgage Files if Custodian by Administrative Agent on such Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian to be paid xxx xxxx due to such Custodian hereunder)Purchase Date or Delivery Date, as applicable. (c2) For so long as reports are required From time to be filed with txxx Xxxxxx may request Shipment Orders from the Commission under Administrative Agent. Once Administrative Agent has indicated that the Exchange Act with respect Custodian has received all the Collateral Documents from the Seller, Administrative Agent shall electronically transmit any Shipment Orders to the Trust, each Custodian and the Custodian shall not utilize deliver the specified Collateral Documents or reports in its possession to the Takeout Investor (or its custodian) in the manner directed in the Custodial Agreement and such Shipment Order. The Seller is responsible for determining whether all Collateral Documents are on the current forms required by the Takeout Investor, in compliance with any Subcontractor related Takeout Commitment, or otherwise sufficient for the performance of its duties hereunder if such Subcontractor would be "participating Takeout Investor. Neither the Administrative Agent nor the Custodian shall have any obligation to prepare, assemble, correct or sign any documents included in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretionShipment Order. (d3) Each In the event that the Custodian shall indemnify delivers any Collateral Documents to the DepositorSeller upon the written authorization of the Administrative Agent and pursuant to the Seller’s delivery to the Custodian of an executed request for the release of such Collateral Documents pursuant to the terms of the Custodial Agreement, the SponsorSeller shall be solely responsible for the safe, prompt return of such Collateral Documents in the Securities Administrator and timeframe specified in the release request (or other similar document) upon making any director, officer, employee, agent and affiliate of the Depositor, the Sponsor correction deemed necessary by Administrative Agent or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable CustodianSeller. (e4) Notwithstanding anything In the event that the Custodian pays for the shipment of the package of Collateral Documents, Seller will reimburse Custodian for all actual shipment costs related to such Seller upon receipt of an invoice; provided, that in any event Administrative Agent shall not be held responsible or liable for recovery of shipment costs incurred pursuant to this Agreement to the contrary, no Custodian shall be required to deliver, or to cause Section 20. - SIGNATURE CONFIDENTIAL -Content is not to be delivered, an assessment distributed or shared outside of compliance or accountant's attestation report pursuant participating parties.54 b. Administrative Agent and Seller shall each comply in all respects with their respective duties and obligations as set forth in and be entitled to Section 3.23 for their respective rights and benefits under any fiscal year of the Trust in which the Custodial Agreement with a Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, FDIC and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days' prior written request and during normal business hours at the office of the applicable Custodian. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation relating to the Mortgage Loans and REO Property and shall provide equipment for that purpose at the expense of the person requesting such access. (b) Each The Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the ServicersServicer. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the Custodian's resignation is received by the Trustee, the applicable Custxxxxx xxx Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdiansuccessor Custodian, the applicable Custodian shall, at such the Custodian's expense, xxxxxxxx promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such the Custodian shall resign with cause (including such the Custodian's resignation due to the failure of such the Custodian to be paid xxx xxxx all fees and expenses due to such the Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each the Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each The Custodian and any of its directors, officers, employees or agents shall be indemnified by the Trust Fund and held harmless against any and all loss, claim, damage, fee, fine, penalty, liability, or expense (including attorneys' fees and expenses) incurred in connection with any claim or legal action relating to this Agreement or the performance of any of the Custodian's duties under this Agreement other than any loss, liability, or expense directly resulting from the willful misconduct, bad faith, or negligence in the performance of any of the Custodian's duties under this Agreement. This indemnity shall survive the termination or assignment of this Agreement or the earlier resignation or removal of the Custodian. Except as otherwise provided in this Agreement or a separate letter agreement between the Depositor and the Custodian, the Custodian shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Custodian in the ordinary course of its duties as Custodian under this Agreement or for any other expenses incurred by the Custodian; provided, however, that no expense shall be reimbursed by the Trust Fund under this Agreement if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions. (e) The Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Trustee and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor or the Securities Administrator Trustee and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable reasonably and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to directly resulting from (i) the failure of the applicable Custodian to deliver when required any assessment of compliance or accountant's attestation report required to be delivered by the applicable Custodian or (ii) any material misstatement or material omission contained in any assessment of compliance provided to be or accountant's attestation report delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable such Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days' prior written request and during normal business hours at the office of the applicable Custodian. Each Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. Upon receipt of a written request made by the Servicer in the form of the Request for Release, the applicable Custodian shall release within five Business Days the related Mortgage File in accordance with Section 3.16. (b) Each Custodian and any of its respective directors, officers, employees or agents shall be indemnified by the Trust Fund and held harmless against any loss, liability, or expense (including reasonable attorneys' fees) incurred in connection with any claim or legal action relating to this Agreement or the performance of any of the Custodian's duties under this Agreement other than any loss, liability, or expense incurred (i) resulting from any breach of the Servicer's obligations in connection with this Agreement for which the Servicer has performed its obligations to indemnify the Custodians pursuant to Section 6.05, (ii) resulting from any breach of the applicable Responsible Party's obligations in connection with this Agreement for which the applicable Responsible Party has performed its obligations to indemnify the Custodians pursuant to Section 2.03(l), or (iii) because of willful misfeasance, bad faith, or negligence in the performance of any of the Custodian's duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the Custodian. Except as otherwise provided in this Agreement or a separate letter agreement between the Depositor and the applicable Custodian, such Custodian shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by such Custodian in the ordinary course of its duties as Custodian under this Agreement or for any other expenses incurred by the Custodian; provided, however, that no expense shall be reimbursed by the Trust Fund under this Agreement if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions. (c) Each Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the ServicersServicer or the Countrywide Servicer, as applicable. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor Trustee within such 60 day period; and (ii) delivery of all Mortgage Loan Custodial Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the applicxxxx Xxxxodian's resignation is received by the Trustee, the applicable Custxxxxx xxx such Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdiansuccessxx Xxxxxxian, the applicable Custodian shall, at such Custodian's expenseexpense (xxxxxx xxr nonpayment, xxxxxxxx then at the expense of the Trust), promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian to be paid xxx xxxx due to such Custodian hereunder). (cd) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian the Custodians shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) AB. Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Sponsor and any director, officer, employee, employee or agent and affiliate of the Depositor, Depositor or the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered breach by the applicable Custodian of its obligation set forth in the preceding sentence or (ii) the failure of any material misstatement or omission contained in Custodian to perform any assessment of compliance provided to be delivered by the applicable Custodianits obligations under Section 3.23. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment information relating to Item 1117 of compliance or accountant's attestation report Regulation AB pursuant to Section 3.23 Sections 8.12(b) and (c) and Exhibits V and W to this Agreement for any fiscal year reporting period of the Trust in which the Custodian's Weighted Average Percentage is 5% or lessless than 20%. The "Custodian's Weighted Average Percentage" means, for each fiscal year the applicable reporting period of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year reporting period of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal yearreporting period.

Custodial Responsibilities. (a) Each Custodian of the Custodians shall provide access to the Mortgage Loan Documents documents in possession of the applicable such Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days prior written request and during normal business hours at the office of such Custodian; provided, however, that, unless otherwise required by law or any regulatory or administrative agency (including the applicable CustodianFDIC), such Custodian shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. Each Custodian of the Custodians shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting Trust that covers such access. Custodians actual costs. Upon receipt of a request for release by a Servicer substantially in the form of Exhibit L-1, L-2 or L-3 hereto, the applicable Custodian shall release withxx xxxx (b0) Xxxiness Days the related Mortgage File to such Servicer and the Trustee shall execute and deliver to such Servicer, without recourse, a request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage (furnished by such Servicer), together with the Mortgage Note. Each Custodian of the Custodians may resign from its obligations hereunder at any time or may be terminated by the Trustee with cause, in each case, upon 60 days' prior sixty (60) days written notice to the Trusteeapplicable Servicer, the Depositor, Depositor and the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to Administrator, in which event the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files will be obligated to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodianappoint a successor. If no successor Custodian is has been appointed and has accepted appointment within 60 sixty (60) days after written notice the resignation or termination of such Custxxxxx'x xesignation is received by the TrusteeCustodian, the applicable Custxxxxx xxx such Custodian may petition a any court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and for appointment of succesxxx Xxxxxdiana successor. The Securities Administrator, pursuant to a separate agreement, shall compensate from its own funds the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered Custodians for their respective activities under this Agreement. Notwithstanding the foregoing, The Custodians shall have no lien on the Trust Fund, not Fund for the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure payment of such Custodian fees. The Custodians shall be entitled to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trustreimbursed, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating from funds on deposit in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent Distribution Account, amounts sufficient to indemnify and hold harmless each of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Custodians and any director, officer, employee, or agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless a Custodian against any and all claimsloss, lossesliability, damages, penalties, fines, forfeitures, or expense (including reasonable and necessary attorneys' fees) incurred in connection with any claim or legal fees and related costs, judgments, and any other costs, fees and expenses that action relating to: (a) this Agreement; (b) the Certificates; or (c) the performance of any of them may sustain in such Custodian's duties under this Agreement, other than any way related to loss, liability, or expense (i) resulting from any breach of a Servicer's obligations in connection with a Servicing Agreement for which the failure of the applicable Servicer has performed its obligation to indemnify such Custodian pursuant to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or such Servicing Agreement, (ii) resulting from any material misstatement breach of the Responsible Party's obligations in connection with a Sale Agreement for which the Responsible Party has performed its obligation to indemnify such Custodian pursuant to such Sale Agreement, or omission contained (iii) incurred because of willful misfeasance, bad faith, or negligence in the performance of any assessment of compliance provided to be delivered by the applicable such Custodian's duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable CustodianCustodians. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the applicable Custodian. Each Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. (b) Each Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation Custodian's resignation is received by the Trustee, the applicable Custxxxxx xxx Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdiansuccessor Custodian, the applicable Custodian shall, at such Custodian's expense, xxxxxxxx promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian to be paid xxx xxxx all fees due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable such Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days' prior written request and during normal business hours at the office of the applicable Custodian. Each Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. Upon receipt of a written request made by a Servicer in the form of the Request for Release, the applicable Custodian shall release within five Business Days the related Mortgage File in accordance with Section 3.16. (b) Each Custodian and any of its respective directors, officers, employees or agents shall be indemnified by the Trust Fund and held harmless against any loss, liability, or expense (including reasonable attorneys' fees) incurred in connection with any claim or legal action relating to this Agreement or the performance of any of the Custodian's duties under this Agreement other than any loss, liability, or expense incurred (i) resulting from any breach of a Servicer's obligations in connection with this Agreement for which such Servicer has performed its obligations to indemnify the Custodians pursuant to Section 6.05, (ii) resulting from any breach of the applicable Responsible Party's obligations in connection with this Agreement for which the applicable Responsible Party has performed its obligations to indemnify the Custodians pursuant to Section 2.03(o), or (iii) because of willful misfeasance, bad faith, or negligence in the performance of any of the Custodians' duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of such Custodian. Except as otherwise provided in this Agreement or a separate letter agreement between the Depositor and the applicable Custodian, such Custodian shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by such Custodian in the ordinary course of its duties as Custodian under this Agreement or for any other expenses incurred by such Custodian; provided, however, that no expense shall be reimbursed by the Trust Fund under this Agreement if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions. (c) Each Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor Trustee within such 60 day period; and (ii) delivery of all Mortgage Loan Custodial Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the applicable Custodian's resignation is received by the Trustee, the applicable Custxxxxx xxx such Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdiansuccessor Custodian, the applicable Custodian shall, at such Custodian's expenseexpense (unless for nonpayment, xxxxxxxx then at the expense of the Trust), promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian to be paid xxx xxxx due to such Custodian hereunder). (cd) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian the Custodians shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) AB. Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Sponsor and any director, officer, employee, employee or agent and affiliate of the Depositor, Depositor or the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered breach by the applicable Custodian of its obligation set forth in the preceding sentence or (ii) the failure of any material misstatement or omission contained in Custodian to perform any assessment of compliance provided to be delivered by the applicable Custodianits obligations under Section 3.23. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment information relating to Item 1117 of compliance or accountant's attestation report Regulation AB pursuant to Section 3.23 Sections 8.12(b) and (c) and Exhibits T and U to this Agreement for any fiscal year reporting period of the Trust in which the Custodian's Weighted Average Percentage is 5% or lessless than 20%. The "Custodian's Weighted Average Percentage" means, for each fiscal year the applicable reporting period of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year reporting period of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal yearreporting period.

Custodial Responsibilities. (a) Each Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable such Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days' prior written request and during normal business hours at the office of the applicable Custodian. Each Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. Upon receipt of a written request made by the Servicer in the form of the Request for Release, the applicable Custodian shall release within five Business Days the related Mortgage File in accordance with Section 3.16. (b) Each Custodian and any of its respective directors, officers, employees or agents shall be indemnified by the Trust Fund and held harmless against any loss, liability, or expense (including reasonable attorneys' fees) incurred in connection with any claim or legal action relating to this Agreement or the performance of any of the Custodian's duties under this Agreement other than any loss, liability, or expense incurred (i) resulting from any breach of the Servicer's obligations in connection with this Agreement for which the Servicer has performed its obligations to indemnify the Custodians pursuant to Section 6.05, (ii) resulting from any breach of the applicable Responsible Party's obligations in connection with this Agreement for which the applicable Responsible Party has performed its obligations to indemnify the Custodians pursuant to Section 2.03(l), or (iii) because of willful misfeasance, bad faith, or negligence in the performance of any of the Custodian's duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the Custodian. Except as otherwise provided in this Agreement or a separate letter agreement between the Depositor and the applicable Custodian, such Custodian shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by such Custodian in the ordinary course of its duties as Custodian under this Agreement or for any other expenses incurred by the Custodian; provided, however, that no expense shall be reimbursed by the Trust Fund under this Agreement if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions. (c) Each Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the ServicersServicer or the Countrywide Servicer, as applicable. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor Trustee within such 60 day period; and (ii) delivery of all Mortgage Loan Custodial Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the applixxxxx Xxxtodian's resignation is received by the Trustee, the applicable Custxxxxx xxx such Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdian, the applicable Custodian shall, at such Custodian's expenseexpense (xxxxxx xor nonpayment, xxxxxxxx then at the expense of the Trust), promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian to be paid xxx xxxx due to such Custodian hereunder). (cd) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian the Custodians shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) AB. Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Sponsor and any director, officer, employee, employee or agent and affiliate of the Depositor, Depositor or the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered breach by the applicable Custodian of its obligation set forth in the preceding sentence or (ii) the failure of any material misstatement or omission contained in Custodian to perform any assessment of compliance provided to be delivered by the applicable Custodianits obligations under Section 3.23. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment information relating to Item 1117 of compliance or accountant's attestation report Regulation AB pursuant to Section 3.23 Sections 8.12(b) and (c) and Exhibits V and W to this Agreement for any fiscal year reporting period of the Trust in which the Custodian's Weighted Average Percentage is 5% or lessless than 20%. The "Custodian's Weighted Average Percentage" means, for each fiscal year the applicable reporting period of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year reporting period of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal yearreporting period.

Custodial Responsibilities. a. With respect to any Purchased Mortgage Loans held by, or to be delivered to, Xxxxx Fargo Bank, National Association as Custodian: (a1) Each On the Purchase Date, or Delivery Date if different from the Purchase Date, the Seller shall deliver to the Custodian the Collateral Documents, together with a Transmittal Letter upon which the Custodian shall provide access be entitled to rely conclusively until expressly notified to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the applicable Custodian. Each Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. (b) Each Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation is received by the Trustee, the applicable Custxxxxx xxx petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdian, the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed contrary in writing by the TrusteeBuyer. The Mortgage Loan Schedule, relating to all applicable of the Purchased Mortgage Files being administered under this Agreement. Notwithstanding Loans delivered to the foregoing, Custodian on the Trust Fund, not related Purchase Date (or the applicable Custodianrelated Delivery Date), shall bear the costs relating be delivered electronically to the transfer Custodian by Buyer on such Purchase Date or Delivery Date, as applicable, in accordance with the terms of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian to be paid xxx xxxx due to such Custodian hereunder)Manual. (c2) For so long as reports are required From time to be filed with xxxx Xxxxxx may request Shipment Orders from the Commission under Buyer. Once Buyer has indicated that the Exchange Act with respect Custodian has received all the Collateral Documents from the Seller, Buyer shall electronically transmit any Shipment Orders to the Trust, each Custodian and the Custodian shall not utilize deliver the specified Collateral Documents or reports in its possession to the Takeout Investor (or its custodian) in the manner directed in the Custodial Agreement and such Shipment Order. The Seller is responsible for determining whether all Collateral Documents are on the current forms required by the Takeout Investor, in compliance with any Subcontractor related Takeout Commitment, or otherwise sufficient for the performance of its duties hereunder if such Subcontractor would be "participating Takeout Investor. Neither the Buyer nor the Custodian shall have any obligation to prepare, assemble, correct or sign any documents included in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretionShipment Order. (d3) Each In the event that the Custodian shall indemnify delivers any Collateral Documents to the DepositorSeller upon the written authorization of the Buyer and pursuant to the Seller’s delivery to the Custodian of an executed request for the release of such Collateral Documents pursuant to the terms of the Custodial Agreement, the SponsorSeller shall be solely responsible for the safe, prompt return of such Collateral Documents in the Securities Administrator and timeframe specified in the release request (or other similar document) upon making any director, officer, employee, agent and affiliate of the Depositor, the Sponsor correction deemed necessary by Buyer or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable CustodianSeller. (e4) Notwithstanding anything In the event that the Custodian pays for the shipment of the package of Collateral Documents, Seller will reimburse Custodian for all actual shipment costs related to such Seller upon receipt of an invoice; provided, that in this Agreement to the contrary, no Custodian any event Buyer shall not be required to deliver, held responsible or to cause to be delivered, an assessment liable for recovery of compliance or accountant's attestation report shipment costs incurred pursuant to this Section 3.23 for 19. b. Buyer and Seller shall each comply in all respects with their respective duties and obligations as set forth in and be entitled to their respective rights and benefits under any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" meansCustodial Agreement with a Custodian other than Xxxxx Fargo Bank, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal yearNational Association.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days' prior written request and during normal business hours at the office of the applicable Custodian. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. Upon receipt of a written request made by a Servicer in the form of the Request for Release, the Custodian shall release within five Business Days the related Mortgage File in accordance with Section 3.16. (b) Each The Custodian and any of its respective directors, officers, employees or agents shall be indemnified by the Trust Fund and held harmless against any loss, liability, or expense (including reasonable attorneys' fees) incurred in connection with any claim or legal action relating to this Agreement or the performance of any of the Custodian's duties under this Agreement other than any loss, liability, or expense incurred (i) resulting from any breach of a Servicer's obligations in connection with this Agreement for which such Servicer has performed its obligations to indemnify the Custodian pursuant to Section 6.05, (ii) resulting from any breach of the applicable Responsible Party's obligations in connection with this Agreement for which the applicable Responsible Party has performed its obligations to indemnify the Custodian pursuant to Section 2.03(o), or (iii) because of willful misfeasance, bad faith, or negligence in the performance of any of the Custodian's duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the Custodian. Except as otherwise provided in this Agreement or a separate letter agreement between the Depositor and the Custodian, the Custodian shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Custodian in the ordinary course of its duties as Custodian under this Agreement or for any other expenses incurred by the Custodian; provided, however, that no expense shall be reimbursed by the Trust Fund under this Agreement if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions. (c) The Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor Trustee within such 60 day period; and (ii) delivery of all Mortgage Loan Custodial Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the Custoxxxx'x xxsignation is received by the Trustee, the applicable Custxxxxx xxx Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdianxxxxxxxxx Custodian, the applicable Custodian shall, at such the Custodian's expenseexpense (unless for xxxxxxxxxt, xxxxxxxx then at the expense of the Trust), promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian to be paid xxx xxxx due to such Custodian hereunder). (cd) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each the Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each AB. The Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Sponsor and any director, officer, employee, employee or agent and affiliate of the Depositor, Depositor or the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the breach by the Custodian of its obligation set forth in the preceding sentence or the failure of the applicable Custodian to deliver when required perform any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodianits obligations under Section 3.23. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment information relating to Item 1117 of compliance or accountant's attestation report Regulation AB pursuant to Section 3.23 Sections 8.12(b) and (c) and Exhibits T and U to this Agreement for any fiscal year reporting period of the Trust in which the Custodian's Weighted Average Percentage is 5% or lessless than 20%. The "Custodian's Weighted Average Percentage" means, for each fiscal year the applicable reporting period of the Trust and each the Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year reporting period of the Mortgage Loans for which such the Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal yearreporting period.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the applicable Custodian. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. Upon receipt of a written request made by a Servicer in the form of the Request for Release, the applicable Custodian shall release within five Business Days the related Mortgage File in accordance with Section 3.16. (b) Each The Custodian and any of its respective directors, officers, employees or agents shall be indemnified by the Trust Fund and held harmless against any loss, liability, or expense (including reasonable attorneys' fees) incurred in connection with any claim or legal action relating to this Agreement or the performance of any of the Custodian's duties under this Agreement other than any loss, liability, or expense incurred (i) resulting from any breach of the Servicer's obligations in connection with this Agreement for which the Servicer has performed its obligations to indemnify the Custodian pursuant to Section 6.05, (ii) resulting from any breach of the Responsible Party's obligations in connection with this Agreement for which the Responsible Party has performed its obligations to indemnify the Custodian pursuant to Section 2.03(k), or (iii) because of willful misfeasance, bad faith, or negligence in the performance of any of the Custodian's duties under this Agreement; provided, that no expense shall be reimbursed by this indemnity if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the Custodian. Except as otherwise provided in this Agreement or a separate letter agreement between the Depositor and the Custodian, the Custodian shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Custodian in the ordinary course of its duties hereunder. (c) The Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor Trustee within such 60 day period; and (ii) delivery of all Mortgage Loan Custodial Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the Custoxxxx'x xxsignation is received by the Trustee, the applicable Custxxxxx xxx Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdian, the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the promptly transfxx xx xxx successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days' prior written request and during normal business hours at the office of the applicable Custodian. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. Upon receipt of a written request made by a Servicer in the form of the Request for Release, the applicable Custodian shall release within five Business Days the related Mortgage File in accordance with Section 3.16. (b) Each The Custodian and any of its respective directors, officers, employees or agents shall be indemnified by the Trust Fund and held harmless against any loss, liability, or expense (including reasonable attorneys' fees) incurred in connection with any claim or legal action relating to this Agreement or the performance of any of the Custodian's duties under this Agreement other than any loss, liability, or expense incurred (i) resulting from any breach of the Servicer's obligations in connection with this Agreement for which the Servicer has performed its obligations to indemnify the Custodian pursuant to Section 6.05, (ii) resulting from any breach of the Responsible Party's obligations in connection with this Agreement for which the Responsible Party has performed its obligations to indemnify the Custodian pursuant to Section 2.03(k), or (iii) because of willful misfeasance, bad faith, or negligence in the performance of any of the Custodian's duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the Custodian. Except as otherwise provided in this Agreement or a separate letter agreement between the Depositor and the Custodian, the Custodian shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Custodian in the ordinary course of its duties as Custodian under this Agreement or for any other expenses incurred by the Custodian; provided, however, that no expense shall be reimbursed by the Trust Fund under this Agreement if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions. (c) The Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor Trustee within such 60 day period; and (ii) delivery of all Mortgage Loan Custodial Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the Custodian's resignation is received by the Trustee, the applicable Custxxxxx xxx Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdiansuccessor Custodian, the applicable Custodian shall, at such Custodian's expenseexpense (unless for nonpayment, xxxxxxxx then at the expense of the Trust), promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each Custodian of the Custodians shall provide access to the Mortgage Loan Documents documents in possession of the applicable such Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days prior written request and during normal business hours at the office of such Custodian; provided, however, that, unless otherwise required by law or any regulatory or administrative agency (including the applicable CustodianFDIC), such Custodian shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. Each Custodian of the Custodians shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting Trust that covers such access. Custodians actual costs. Upon receipt of a request for release by the Servicer substantially in the form of Exhibit L-1, L-2 or L-3 hereto, the applicable Custodian shall release withix xxxx (b0) Xxxxness Days the related Mortgage File to the Servicer and the Trustee shall execute and deliver to the Servicer, without recourse, a request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage (furnished by the Servicer), together with the Mortgage Note. Each Custodian of the Custodians may resign from its obligations hereunder at any time or may be terminated by the Trustee with cause, in each case, upon 60 days' prior sixty (60) days written notice to the TrusteeServicer, the Depositor, Depositor and the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to Administrator, in which event the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files will be obligated to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodianappoint a successor. If no successor Custodian is has been appointed and has accepted appointment within 60 sixty (60) days after written notice the resignation or termination of such Custxxxxx'x xesignation is received by the TrusteeCustodian, the applicable Custxxxxx xxx such Custodian may petition a any court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and for appointment of succesxxx Xxxxxdiana successor. The Securities Administrator, pursuant to a separate agreement, shall compensate from its own funds the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered Custodians for their respective activities under this Agreement. Notwithstanding the foregoing, The Custodians shall have no lien on the Trust Fund, not Fund for the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure payment of such Custodian fees. The Custodians shall be entitled to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trustreimbursed, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating from funds on deposit in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent Distribution Account, amounts sufficient to indemnify and hold harmless each of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Custodians and any director, officer, employee, or agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless a Custodian against any and all claimsloss, lossesliability, damages, penalties, fines, forfeitures, or expense (including reasonable and necessary attorneys' fees) incurred in connection with any claim or legal fees and related costs, judgments, and any other costs, fees and expenses that action relating to: (a) this Agreement; (b) the Certificates; or (c) the performance of any of them may sustain in such Custodian's duties under this Agreement, other than any way related to loss, liability, or expense (i) the failure resulting from any breach of the applicable Servicer's obligations in connection with the Servicing Agreement for which the Servicer has performed its obligation to indemnify such Custodian pursuant to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or Servicing Agreement, (ii) resulting from any material misstatement breach of the Responsible Party's obligations in connection with a Sale Agreement for which the Responsible Party has performed its obligation to indemnify such Custodian pursuant to such Sale Agreement, or omission contained (iii) incurred because of willful misfeasance, bad faith, or negligence in the performance of any assessment of compliance provided to be delivered by the applicable such Custodian's duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable CustodianCustodians. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each Custodian of the Custodians shall provide access to the Mortgage Loan Documents documents in possession of the applicable such Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days prior written request and during normal business hours at the office of such Custodian; provided, however, that, unless otherwise required by law or any regulatory or administrative agency (including the applicable CustodianFDIC), such Custodian shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. Each Custodian of the Custodians shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting Trust that covers such access. Custodians actual costs. Upon receipt of a request for release by a Servicer substantially in the form of Exhibit L-1, L-2, L-3, or L-4 hereto, the applicable Custodian shall releaxx xxxxxx xxxx (b0) Xxsiness Days the related Mortgage File to such Servicer and the Trustee shall execute and deliver to such Servicer, without recourse, a request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage (furnished by such Servicer), together with the Mortgage Note. Each Custodian of the Custodians may resign from its obligations hereunder at any time or may be terminated by the Trustee with cause, in each case, upon 60 days' prior sixty (60) days written notice to the Trusteeapplicable Servicer, the Depositor, Depositor and the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to Administrator, in which event the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files will be obligated to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodianappoint a successor. If no successor Custodian is has been appointed and has accepted appointment within 60 sixty (60) days after written notice the resignation or termination of such Custxxxxx'x xesignation is received by the TrusteeCustodian, the applicable Custxxxxx xxx such Custodian may petition a any court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and for appointment of succesxxx Xxxxxdiana successor. The Securities Administrator, pursuant to a separate agreement, shall compensate from its own funds the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered Custodians for their respective activities under this Agreement. Notwithstanding the foregoing, The Custodians shall have no lien on the Trust Fund, not Fund for the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure payment of such Custodian fees. The Custodians shall be entitled to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trustreimbursed, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating from funds on deposit in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent Distribution Account, amounts sufficient to indemnify and hold harmless each of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Custodians and any director, officer, employee, or agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless a Custodian against any and all claimsloss, lossesliability, damages, penalties, fines, forfeitures, or expense (including reasonable and necessary attorneys' fees) incurred in connection with any claim or legal fees and related costs, judgments, and any other costs, fees and expenses that action relating to: (a) this Agreement; (b) the Certificates; or (c) the performance of any of them may sustain in such Custodian's duties under this Agreement, other than any way related to loss, liability, or expense (i) resulting from any breach of a Servicer's obligations in connection with a Servicing Agreement for which the failure of the applicable Servicer has performed its obligation to indemnify such Custodian pursuant to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or such Servicing Agreement, (ii) resulting from any material misstatement breach of the Responsible Party's obligations in connection with a Sale Agreement for which the Responsible Party has performed its obligation to indemnify such Custodian pursuant to such Sale Agreement, or omission contained (iii) incurred because of willful misfeasance, bad faith, or negligence in the performance of any assessment of compliance provided to be delivered by the applicable such Custodian's duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable CustodianCustodians. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each Custodian of the Custodians shall provide access to the Mortgage Loan Documents documents in possession of the applicable such Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days prior written request and during normal business hours at the office of such Custodian; provided, however, that, unless otherwise required by law or any regulatory or administrative agency (including the applicable CustodianFDIC), such Custodian shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. Each Custodian of the Custodians shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting Trust that covers such access. Custodians actual costs. Upon receipt of a request for release by a Servicer substantially in the form of Exhibit L-1, L-2 or L-3 hereto, the applicable Custodian shall release wixxxx xxxx (b0) Xusiness Days the related Mortgage File to such Servicer and the Trustee shall execute and deliver to such Servicer, without recourse, a request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage (furnished by such Servicer), together with the Mortgage Note. Each Custodian of the Custodians may resign from its obligations hereunder at any time or may be terminated by the Trustee with cause, in each case, upon 60 days' prior sixty (60) days written notice to the Trusteeapplicable Servicer, the Depositor, Depositor and the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to Administrator, in which event the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files will be obligated to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodianappoint a successor. If no successor Custodian is has been appointed and has accepted appointment within 60 sixty (60) days after written notice the resignation or termination of such Custxxxxx'x xesignation is received by the TrusteeCustodian, the applicable Custxxxxx xxx such Custodian may petition a any court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and for appointment of succesxxx Xxxxxdiana successor. The Securities Administrator, pursuant to a separate agreement, shall compensate from its own funds the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered Custodians for their respective activities under this Agreement. Notwithstanding the foregoing, The Custodians shall have no lien on the Trust Fund, not Fund for the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure payment of such Custodian fees. The Custodians shall be entitled to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trustreimbursed, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating from funds on deposit in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent Distribution Account, amounts sufficient to indemnify and hold harmless each of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Custodians and any director, officer, employee, or agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless a Custodian against any and all claimsloss, lossesliability, damages, penalties, fines, forfeitures, or expense (including reasonable and necessary attorneys' fees) incurred in connection with any claim or legal fees and related costs, judgments, and any other costs, fees and expenses that action relating to: (a) this Agreement; (b) the Certificates; or (c) the performance of any of them may sustain in such Custodian's duties under this Agreement, other than any way related to loss, liability, or expense (i) resulting from any breach of a Servicer's obligations in connection with a Servicing Agreement for which the failure of the applicable Servicer has performed its obligation to indemnify such Custodian pursuant to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or such Servicing Agreement, (ii) resulting from any material misstatement breach of the Responsible Party's obligations in connection with a Sale Agreement for which the Responsible Party has performed its obligation to indemnify such Custodian pursuant to such Sale Agreement, or omission contained (iii) incurred because of willful misfeasance, bad faith, or negligence in the performance of any assessment of compliance provided to be delivered by the applicable such Custodian's duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable CustodianCustodians. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, FDIC and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days' prior written request and during normal business hours at the office of the applicable Custodian. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. (b) Each The Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the ServicersServicer. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the Custodian's resignation is received by the Trustee, the applicable Custxxxxx xxx Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdiansuccessor Custodian, the applicable Custodian shall, at such the Custodian's expense, xxxxxxxx promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such the Custodian shall resign with cause (including such a Custodian's resignation due to the failure of such the Custodian to be paid xxx xxxx all fees due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each the Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each The Custodian and any of its respective directors, officers, employees or agents shall be indemnified by the Trust Fund and held harmless against any loss, liability, or expense (including reasonable attorneys' fees) incurred in connection with any claim or legal action relating to this Agreement or the performance of any of the Custodian's duties under this Agreement other than any loss, liability, or expense incurred (i) resulting from any breach of a Servicer's obligations in connection with this Agreement for which such Servicer has performed its obligations to indemnify the Custodian pursuant to Section 6.05, or (ii) because of willful misfeasance, bad faith, or negligence in the performance of any of the Custodian's duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the Custodian. Except as otherwise provided in this Agreement or a separate letter agreement between the Depositor and the Custodian, the Custodian shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Custodian in the ordinary course of its duties as Custodian under this Agreement or for any other expenses incurred by the Custodian; provided, however, that no expense shall be reimbursed by the Trust Fund under this Agreement if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions. (e) The Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Trustee and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor or the Securities Administrator Trustee and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable reasonably and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any attestation or assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or material omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each a. On the Purchase Date, or Delivery Date if different from the Purchase Date, the Seller shall deliver to the Custodian the Mortgage File, together with a Transmittal Letter upon which the Custodian shall provide access be entitled to rely conclusively until expressly notified to the contrary in writing by the Buyer. The Mortgage Loan Schedule, relating to all of the Purchased Mortgage Loans delivered to the Custodian on the related Purchase Date (or the related Delivery Date), shall be delivered electronically to the Custodian by Buyer on such Purchase Date or Delivery Date, as applicable, in accordance with the terms of the Manual. b. From time to txxx Xxxxxx may request Shipment Orders from the Buyer. Once Buyer has indicated that the Custodian has received all the Mortgage Loan Documents in possession of from the applicable Seller, Buyer shall electronically transmit any Shipment Orders to the Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof Custodian shall deliver the specified Collateral Documents or reports in its possession to the Trustee, Takeout Investor (or its custodian) in the Certificateholders, manner directed in the FDIC, Custodial Agreement and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the applicable CustodianShipment Order. Each Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment The Seller is responsible for that purpose at the expense of the person requesting such access. (b) Each Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor within such 60 day period; and (ii) delivery of determining whether all Mortgage Loan Files Documents are on the current forms required by the Takeout Investor, in compliance with any related Takeout Commitment, or otherwise sufficient for the Takeout Investor. Neither the Buyer nor the Custodian shall have any obligation to prepare, assemble, correct or sign any documents included in the Shipment Order. c. In the event that the Custodian delivers any Collateral Documents to the successor Custodian. The Trustee shall have Seller upon the right, but not written authorization of the obligation, Buyer and pursuant to become the successor Custodian. If no successor Seller’s delivery to the Custodian is appointed within 60 days after written notice of an executed request for the release of such Custxxxxx'x xesignation is received by Collateral Documents pursuant to the Trusteeterms of the Custodial Agreement, the applicable Custxxxxx xxx petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx XxxxxdianSeller shall be solely responsible for the safe, the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure prompt return of such Collateral Documents in the timeframe specified in the release request (or other similar document) upon making any correction deemed necessary by Buyer or the Seller. d. In the event that the Custodian to be paid xxx xxxx due pays for the shipment of the package of Collateral Documents, Seller will reimburse Custodian for all actual shipment costs related to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the TrustSeller upon receipt of an invoice; provided, each Custodian that in any event Buyer shall not utilize any Subcontractor be held responsible or liable for the performance recovery of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report shipment costs incurred pursuant to this Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year19.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the Federal Deposit Insurance Corporation (the "FDIC, ") and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days' prior written request and during normal business hours at the office of the applicable Custodian. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation relating to the Mortgage Loans and REO Property and shall provide equipment for that purpose at the expense of the person requesting such access. (b) Each The Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the Custodian's resignation is received by the Trustee, the applicable Custxxxxx xxx Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdiansuccessor Custodian, the applicable Custodian shall, at such the Custodian's expense, xxxxxxxx promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such the Custodian shall resign with cause (including such the Custodian's resignation due to the failure of such the Custodian to be paid xxx xxxx all fees and expenses due to such the Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each the Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each The Custodian and any of its directors, officers, employees or agents shall be indemnified by the Trust Fund and held harmless against any and all loss, claim, damage, fee, fine, penalty, liability, or expense (including attorneys' fees and expenses) incurred in connection with any claim or legal action relating to this Agreement or the performance of any of the Custodian's duties under this Agreement other than any loss, liability, or expense directly resulting from the willful misconduct, bad faith, or negligence in the performance of any of the Custodian's duties under this Agreement. This indemnity shall survive the termination or assignment of this Agreement or the earlier resignation or removal of the Custodian. Except as otherwise provided in this Agreement or a separate letter agreement between the Depositor and the Custodian, the Custodian shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Custodian in the ordinary course of its duties as Custodian under this Agreement or for any other expenses incurred by the Custodian; provided, however, that no expense shall be reimbursed by the Trust Fund under this Agreement if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions. (e) The Custodian shall indemnify the Depositor, the SponsorSponsors, the Securities Administrator Trustee and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor Sponsors or the Securities Administrator Trustee and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable reasonably and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to directly resulting from (i) the failure of the applicable Custodian to deliver when required any assessment of compliance or accountant's attestation report required to be delivered by the applicable Custodian or (ii) any material misstatement or material omission contained in any assessment of compliance provided to be or accountant's attestation report delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each Custodian of the Custodians shall provide access to the Mortgage Loan Documents documents in possession of the applicable such Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days prior written request and during normal business hours at the office of such Custodian; provided, however, that, unless otherwise required by law or any regulatory or administrative agency (including the applicable CustodianFDIC), such Custodian shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. Each Custodian of the Custodians shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting Trust that covers such access. Custodians actual costs. Upon receipt of a request for release by a Servicer substantially in the form of Exhibit L-1, L-2 or L-3 hereto, the applicable Custodian shall release witxxx xxxx (b0) Xxsiness Days the related Mortgage File to such Servicer and the Trustee shall execute and deliver to such Servicer, without recourse, a request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage (furnished by such Servicer), together with the Mortgage Note. Each Custodian of the Custodians may resign from its obligations hereunder at any time or may be terminated by the Trustee with cause, in each case, upon 60 days' prior sixty (60) days written notice to the Trusteeapplicable Servicer, the Depositor, Depositor and the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to Administrator, in which event the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files will be obligated to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodianappoint a successor. If no successor Custodian is has been appointed and has accepted appointment within 60 sixty (60) days after written notice the resignation or termination of such Custxxxxx'x xesignation is received by the TrusteeCustodian, the applicable Custxxxxx xxx such Custodian may petition a any court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and for appointment of succesxxx Xxxxxdiana successor. The Securities Administrator, pursuant to a separate agreement, shall compensate from its own funds the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered Custodians for their respective activities under this Agreement. Notwithstanding the foregoing, The Custodians shall have no lien on the Trust Fund, not Fund for the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure payment of such Custodian fees. The Custodians shall be entitled to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trustreimbursed, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating from funds on deposit in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent Distribution Account, amounts sufficient to indemnify and hold harmless each of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Custodians and any director, officer, employee, or agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless a Custodian against any and all claimsloss, lossesliability, damages, penalties, fines, forfeitures, or expense (including reasonable and necessary attorneys' fees) incurred in connection with any claim or legal fees and related costs, judgments, and any other costs, fees and expenses that action relating to: (a) this Agreement; (b) the Certificates; or (c) the performance of any of them may sustain in such Custodian's duties under this Agreement, other than any way related to loss, liability, or expense (i) resulting from any breach of a Servicer's obligations in connection with a Servicing Agreement for which the failure of the applicable Servicer has performed its obligation to indemnify such Custodian pursuant to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or such Servicing Agreement, (ii) resulting from any material misstatement breach of the Responsible Party's obligations in connection with a Sale Agreement for which the Responsible Party has performed its obligation to indemnify such Custodian pursuant to such Sale Agreement, or omission contained (iii) incurred because of willful misfeasance, bad faith, or negligence in the performance of any assessment of compliance provided to be delivered by the applicable such Custodian's duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable CustodianCustodians. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the related Mortgage Loan Documents documents in its possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days prior written request and during normal business hours at the office of the applicable Custodian; provided, however, that unless otherwise required by law or any regulatory or administrative agency (including the FDIC), the Custodian shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting Trust that covers the Custodian’s actual costs. Upon receipt of a request for release by a Servicer substantially in the form of Exhibit L hereto, the Custodian shall release within five (5) Business Days the related Mortgage File to such access. Servicer and the Trustee shall execute and deliver to such Servicer, without recourse, a request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage (b) Each furnished by such Servicer), together with the Mortgage Note. The Custodian may resign from its obligations hereunder at any time or may be terminated by the Trustee with cause, in each case, upon 60 days' prior sixty (60) days written notice to the Trusteeapplicable Servicer, the Depositor, Depositor and the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to Administrator, in which event the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files will be obligated to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodianappoint a successor. If no successor Custodian is has been appointed and has accepted appointment within 60 sixty (60) days after written notice the resignation or termination of such Custxxxxx'x xesignation is received by the TrusteeCustodian, the applicable Custxxxxx xxx Custodian may petition a any court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and for appointment of succesxxx Xxxxxdiana successor. The Securities Administrator, the applicable Custodian shallpursuant to a separate agreement, at such Custodian's expense, xxxxxxxx transfer shall pay to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this AgreementCustodian its customary ongoing safekeeping and release fees. Notwithstanding the foregoing, The Custodian shall have no lien on the Trust Fund, not Fund for the applicable Custodian, shall bear the costs relating to the transfer payment of Mortgage Files if such fees. The Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian be entitled to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trustreimbursed, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating from funds on deposit in the servicing function" within Certificate Account, amounts sufficient to indemnify and hold harmless the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, or agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless Custodian against any and all claimsloss, lossesliability, damages, penalties, fines, forfeitures, or expense (including reasonable and necessary attorneys’ fees) incurred in connection with any claim or legal fees and related costs, judgments, and any other costs, fees and expenses that action relating to: (a) this Agreement; (b) the Certificates; or (c) the performance of any of them may sustain in the Custodian’s duties under this Agreement, other than any way related to loss, liability, or expense (i) resulting from any breach of a Servicer’s obligations in connection with a Servicing Agreement for which such Servicer has performed its obligation to indemnify the failure of the applicable Custodian pursuant to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or such Servicing Agreement, (ii) resulting from any material misstatement breach of the Seller’s obligations in connection with a Sale Agreement for which the Seller has performed its obligation to indemnify the Custodian pursuant to such Sale Agreement, or omission contained (iii) incurred because of willful misfeasance, bad faith, or negligence in the performance of any assessment of compliance provided to be delivered by the applicable Custodian’s duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each Custodian shall provide access to the related Mortgage Loan Documents documents in possession of the applicable such Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days prior written request and during normal business hours at the office of such Custodian; provided, however, that unless otherwise required by law or any regulatory or administrative agency (including the applicable CustodianFDIC), such Custodian shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. Each Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting Trust that covers such access. Custodian’s actual costs. Upon receipt of a request for release by a Servicer substantially in the form of Exhibit L hereto, the related Custodian shall release within five (b5) Each Custodian Business Days the related Mortgage File to such Servicer and the Trustee shall execute and deliver to such Servicer, without recourse, a request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage (furnished by such Servicer), together with the Mortgage Note. The Custodians may resign from its obligations hereunder at any time or may be terminated by the Trustee with cause, in each case, upon 60 days' prior sixty (60) days written notice to the Trusteeapplicable Servicer, the Depositor, Depositor and the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to Administrator, in which event the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files will be obligated to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodianappoint a successor. If no successor Custodian is has been appointed and has accepted appointment within 60 sixty (60) days after written notice the resignation or termination of a Custodian, such Custxxxxx'x xesignation is received by the Trustee, the applicable Custxxxxx xxx Custodian may petition a any court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and for appointment of succesxxx Xxxxxdiana successor. The Securities Administrator, the applicable Custodian shallpursuant to a separate agreement, at such Custodian's expense, xxxxxxxx transfer shall pay to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this AgreementCustodian its customary ongoing safekeeping and release fees. Notwithstanding the foregoing, The Custodians shall have no lien on the Trust Fund, not Fund for the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure payment of such Custodian to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) fees. Each Custodian shall be entitled to be reimbursed, from funds on deposit in the Certificate Account, amounts sufficient to indemnify the Depositor, the Sponsor, the Securities Administrator and hold harmless such Custodian and any director, officer, employee, or agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless such Custodian against any and all claimsloss, lossesliability, damages, penalties, fines, forfeitures, or expense (including reasonable and necessary attorneys’ fees) incurred in connection with any claim or legal fees and related costs, judgments, and any other costs, fees and expenses that action relating to: (a) this Agreement; (b) the Certificates; or (c) the performance of any of them may sustain in a Custodian’s duties under this Agreement, other than any way related to loss, liability, or expense (i) resulting from any breach of a Servicer’s obligations in connection with a Servicing Agreement for which the failure of Servicer has performed its obligation to indemnify the applicable related Custodian pursuant to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or such Servicing Agreement, (ii) resulting from any material misstatement breach of the Seller’s obligations in connection with a Sale Agreement for which the Seller has performed its obligation to indemnify the related Custodian pursuant to such Sale Agreement, or omission contained (iii) incurred because of willful misfeasance, bad faith, or negligence in the performance of any assessment of compliance provided to be delivered by the applicable such Custodian’s duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable related Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the applicable Custodian. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. Upon receipt of a written request by a Servicer in a form acceptable to the Custodian, the Custodian shall release within five Business Days the related Mortgage File in accordance with Section 3.16. (b) Each The Trustee shall pay the Custodian's fees for its services under this Agreement as are set forth in a separate fee schedule of the Custodian delivered to the Trustee (with respect to this transaction the "Fee Schedule"). The Trustee shall also reimburse the Custodian for the Custodian's out-of-pocket expenses (including, without limitation, reasonable attorneys' and agents' fees and expenses) incurred in connection herewith as set forth on the Fee Schedule, other than unanticipated or extraordinary expenses for which the Custodian is entitled to indemnification pursuant to Section 6.03. The payment of such fees and the reimbursement of such out-of-pocket expenses shall be solely the obligation of the Trustee. The obligations of the Trustee under this Section 8.14 shall survive the termination of this Agreement and the resignation or removal of the Custodian. (c) The Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the ServicersServicer. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably custodian acceptable to the Depositor Trustee within such 60 day period; and (ii) delivery of all Mortgage Loan Files to the successor Custodiancustodian. The Trustee shall be solely responsible for the payment of the successor custodian's fees and expenses. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the Custodian's resignation is received by the Trustee, the applicable Custxxxxx xxx Custodian may petition a court of competent jurisdiction to appoint a successor Custodiancustodian. Upon such resignation and appointment of succesxxx Xxxxxdiansuccessor Custodian, the applicable Custodian shall, at such Custodian's expense, xxxxxxxx promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust FundTrustee, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such the Custodian shall resign with cause (including such Custodian's resignation due to the failure of such the Custodian to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related due to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodianhereunder. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the applicable Custodian. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. Upon receipt of a written request by Option One, in its capacity as a servicer, in a form of the Request for Release, the Custodian shall release within five Business Days the related Mortgage File in accordance with Section 3.16. (b) Each The Custodian and any of its respective directors, officers, employees or agents shall be indemnified by the Trust Fund and held harmless against any loss, liability, or expense (including reasonable attorneys' fees) incurred in connection with any claim or legal action relating to this Agreement or the performance of any of the Custodian's duties under this Agreement other than any loss, liability, or expense incurred (i) resulting from any breach of the Servicer's obligations in connection with this Agreement for which the Servicer has performed its obligations to indemnify the Custodian pursuant to Section 6.05, (ii) resulting from any breach of the Responsible Party's obligations in connection with this Agreement for which the Responsible Party has performed its obligations to indemnify the Custodian pursuant to Section 2.03(k), or (iii) because of willful misfeasance, bad faith, or negligence in the performance of any of the Custodian's duties under this Agreement; provided, that no expense shall be reimbursed by this indemnity if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the Custodian. Except as otherwise provided in this Agreement or a separate letter agreement between the Depositor and the Custodian, the Custodian shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Custodian in the ordinary course of its duties hereunder. (c) The Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor Trustee within such 60 day period; and (ii) delivery of all Mortgage Loan Custodial Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the Custodian's resignation is received by the Trustee, the applicable Custxxxxx xxx Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdiansuccessor Custodian, the applicable Custodian shall, at such Custodian's expense, xxxxxxxx promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents documents in its possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days prior written request and during normal business hours at the office of the applicable 76 Custodian; provided, however, that, unless otherwise required by law or any regulatory or administrative agency (including the FDIC), the Custodian shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting Trust that covers the Custodian's actual costs. Upon receipt of a request for release by the Servicer substantially in the form of Exhibit L hereto, the Custodian shall release within five (5) Business Days the related Mortgage File to the Servicer and the Trustee shall execute and deliver to the Servicer, without recourse, a request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such access. instrument releasing the lien of the Mortgage (b) Each furnished by the Servicer), together with the Mortgage Note. The Custodian may resign from its obligations hereunder at any time or may be terminated by the Trustee with cause, in each case, upon 60 days' prior sixty (60) days written notice to the Trustee, Servicer and the Depositor, the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to in which event the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files will be obligated to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodianappoint a successor. If no successor Custodian is has been appointed and has accepted appointment within 60 sixty (60) days after written notice the resignation or termination of such Custxxxxx'x xesignation is received by the TrusteeCustodian, the applicable Custxxxxx xxx Custodian may petition a any court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and for appointment of succesxxx Xxxxxdian, the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed in writing by the a successor. The Trustee, all applicable Mortgage Files being administered pursuant to a separate agreement, shall compensate from its own funds the Custodian for its activities under this Agreement. Notwithstanding the foregoing, The Custodian shall have no lien on the Trust Fund, not Fund for the applicable Custodian, shall bear the costs relating to the transfer payment of Mortgage Files if such fees. The Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian be entitled to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trustreimbursed, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating from funds on deposit in the servicing function" within Distribution Account, amounts sufficient to indemnify and hold harmless the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, or agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless Custodian against any and all claimsloss, lossesliability, damages, penalties, fines, forfeitures, or expense (including reasonable and necessary attorneys' fees) incurred in connection with any claim or legal fees and related costs, judgments, and any other costs, fees and expenses that action relating to: (a) this Agreement; (b) the Certificates; or (c) the performance of any of them may sustain in the Custodian's duties under this Agreement, other than any way related to loss, liability, or expense (i) the failure resulting from any breach of the applicable Servicer's obligations in connection with the Servicing Agreement for which the Servicer has performed its obligation to indemnify the Custodian pursuant to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or Servicing Agreement, (ii) resulting from any material misstatement breach of the Responsible Party's obligations in connection with the Sale Agreement for which the Responsible Party has performed its obligation to indemnify the Custodian pursuant to such Sale Agreement, or omission contained (iii) incurred because of willful misfeasance, bad faith, or negligence in the performance of any assessment of compliance provided to be delivered by the applicable Custodian's duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.77

Custodial Responsibilities. (a) Each Custodian of the Custodians shall provide access to the Mortgage Loan Documents documents in possession of the applicable such Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days prior written request and during normal business hours at the office of such Custodian; provided, however, that, unless otherwise required by law or any regulatory or administrative agency (including the applicable CustodianFDIC), such Custodian shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. Each Custodian of the Custodians shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting Trust that covers such access. Custodians actual costs. Upon receipt of a request for release by a Servicer substantially in the form of Exhibit L, Exhibit L-1 or Exhibit L-2 hereto, the applicable Custodian shall release within five (b5) Business Days the related Mortgage File to such Servicer and the Trustee shall execute and deliver to such Servicer, without recourse, a request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage (furnished by such Servicer), together with the Mortgage Note. Each Custodian of the Custodians may resign from its obligations hereunder at any time or may be terminated by the Trustee with cause, in each case, upon 60 days' prior sixty (60) days written notice to the Trusteeapplicable Servicer, the Depositor, Depositor and the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to Administrator, in which event the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files will be obligated to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodianappoint a successor. If no successor Custodian is has been appointed and has accepted appointment within 60 sixty (60) days after written notice the resignation or termination of such Custxxxxx'x xesignation is received by the TrusteeCustodian, the applicable Custxxxxx xxx such Custodian may petition a any court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and for appointment of succesxxx Xxxxxdiana successor. The Securities Administrator, pursuant to a separate agreement, shall compensate from its own funds the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered Custodians for their respective activities under this Agreement. Notwithstanding the foregoing, The Custodians shall have no lien on the Trust Fund, not Fund for the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure payment of such Custodian fees. The Custodians shall be entitled to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trustreimbursed, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating from funds on deposit in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent Distribution Account, amounts sufficient to indemnify and hold harmless each of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Custodians and any director, officer, employee, or agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless a Custodian against any and all claimsloss, lossesliability, damages, penalties, fines, forfeitures, or expense (including reasonable and necessary attorneys' fees) incurred in connection with any claim or legal fees and related costs, judgments, and any other costs, fees and expenses that action relating to: (a) this Agreement; (b) the Certificates; or (c) the performance of any of them may sustain in such Custodian's duties under this Agreement, other than any way related to loss, liability, or expense (i) resulting from any breach of a Servicer's obligations in connection with a Servicing Agreement for which the failure of the applicable Servicer has performed its obligation to indemnify such Custodian pursuant to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or such Servicing Agreement, (ii) resulting from any material misstatement breach of the Responsible Party's obligations in connection with a Sale Agreement for which the Responsible Party has performed its obligation to indemnify such Custodian pursuant to such Sale Agreement, or omission contained (iii) incurred because of willful misfeasance, bad faith, or negligence in the performance of any assessment of compliance provided to be delivered by the applicable such Custodian's duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable CustodianCustodians. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each Custodian of the Custodians shall provide access to the Mortgage Loan Documents documents in possession of the applicable such Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days prior written request and during normal business hours at the office of such Custodian; provided, however, that, unless otherwise required by law or any regulatory or administrative agency (including the applicable CustodianFDIC), such Custodian shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. Each Custodian of the Custodians shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting Trust that covers such access. Custodians actual costs. Upon receipt of a request for release by a Servicer substantially in the form of Exhibit L-1, Exhibit L-2, Exhibit L-3 or Exhibit L-4 hereto, the applicablx Xxxxxxxxx xxxxx xxxxxxx xxxhin five (b5) Business Days the related Mortgage File to such Servicer and the Trustee shall execute and deliver to such Servicer, without recourse, a request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage (furnished by such Servicer), together with the Mortgage Note. Each Custodian of the Custodians may resign from its obligations hereunder at any time or may be terminated by the Trustee with cause, in each case, upon 60 days' prior sixty (60) days written notice to the Trusteeapplicable Servicer, the Depositor, Depositor and the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to Administrator, in which event the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files will be obligated to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodianappoint a successor. If no successor Custodian is has been appointed and has accepted appointment within 60 sixty (60) days after written notice the resignation or termination of such Custxxxxx'x xesignation is received by the TrusteeCustodian, the applicable Custxxxxx xxx such Custodian may petition a any court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and for appointment of succesxxx Xxxxxdiana successor. The Securities Administrator, pursuant to a separate agreement, shall compensate from its own funds the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered Custodians for their respective activities under this Agreement. Notwithstanding the foregoing, The Custodians shall have no lien on the Trust Fund, not Fund for the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure payment of such Custodian fees. The Custodians shall be entitled to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trustreimbursed, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating from funds on deposit in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent Distribution Account, amounts sufficient to indemnify and hold harmless each of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Custodians and any director, officer, employee, or agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless a Custodian against any and all claimsloss, lossesliability, damages, penalties, fines, forfeitures, or expense (including reasonable and necessary attorneys' fees) incurred in connection with any claim or legal fees and related costs, judgments, and any other costs, fees and expenses that action relating to: (a) this Agreement; (b) the Certificates; or (c) the performance of any of them may sustain in such Custodian's duties under this Agreement, other than any way related to loss, liability, or expense (i) resulting from any breach of a Servicer's obligations in connection with a Servicing Agreement for which the failure of the applicable Servicer has performed its obligation to indemnify such Custodian pursuant to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or such Servicing Agreement, (ii) resulting from any material misstatement breach of the Responsible Party's obligations in connection with a Sale Agreement for which the Responsible Party has performed its obligation to indemnify such Custodian pursuant to such Sale Agreement or omission contained (iii) incurred because of willful misfeasance, bad faith, or negligence in the performance of any assessment of compliance provided to be delivered by the applicable such Custodian's duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable CustodianCustodians. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each Custodian of the Custodians shall provide access to the Mortgage Loan Documents documents in possession of the applicable such Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days prior written request and during normal business hours at the office of such Custodian; provided, however, that, unless otherwise required by law or any regulatory or administrative agency (including the applicable CustodianFDIC), such Custodian shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. Each Custodian of the Custodians shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting Trust that covers such access. Custodians actual costs. Upon receipt of a request for release by a Servicer substantially in the form of Exhibit L, Exhibit L-1, Exhibit L-2 or Exhibit L-3 hereto, the applicable Custodian sxxxx xxxxxxx xxxhin five (b5) Business Days the related Mortgage File to such Servicer and the Trustee shall execute and deliver to such Servicer, without recourse, a request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage (furnished by such Servicer), together with the Mortgage Note. Each Custodian of the Custodians may resign from its obligations hereunder at any time or may be terminated by the Trustee with cause, in each case, upon 60 days' prior sixty (60) days written notice to the Trusteeapplicable Servicer, the Depositor, Depositor and the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to Administrator, in which event the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files will be obligated to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodianappoint a successor. If no successor Custodian is has been appointed and has accepted appointment within 60 sixty (60) days after written notice the resignation or termination of such Custxxxxx'x xesignation is received by the TrusteeCustodian, the applicable Custxxxxx xxx such Custodian may petition a any court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and for appointment of succesxxx Xxxxxdiana successor. The Securities Administrator, pursuant to a separate agreement, shall compensate from its own funds the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered Custodians for their respective activities under this Agreement. Notwithstanding the foregoing, The Custodians shall have no lien on the Trust Fund, not Fund for the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure payment of such Custodian fees. The Custodians shall be entitled to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trustreimbursed, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating from funds on deposit in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent Distribution Account, amounts sufficient to indemnify and hold harmless each of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Custodians and any director, officer, employee, or agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless a Custodian against any and all claimsloss, lossesliability, damages, penalties, fines, forfeitures, or expense (including reasonable and necessary attorneys' fees) incurred in connection with any claim or legal fees and related costs, judgments, and any other costs, fees and expenses that action relating to: (a) this Agreement; (b) the Certificates; or (c) the performance of any of them may sustain in such Custodian's duties under this Agreement, other than any way related to loss, liability, or expense (i) resulting from any breach of a Servicer's obligations in connection with a Servicing Agreement for which the failure of the applicable Servicer has performed its obligation to indemnify such Custodian pursuant to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or such Servicing Agreement, (ii) resulting from any material misstatement breach of the Responsible Party's obligations in connection with a Sale Agreement for which the Responsible Party has performed its obligation to indemnify such Custodian pursuant to such Sale Agreement or omission contained (iii) incurred because of willful misfeasance, bad faith, or negligence in the performance of any assessment of compliance provided to be delivered by the applicable such Custodian's duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable CustodianCustodians. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each Custodian of the Custodians shall provide access to the Mortgage Loan Documents documents in possession of the applicable such Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days prior written request and during normal business hours at the office of such Custodian; provided, however, that, unless otherwise required by law or any regulatory or administrative agency (including the applicable CustodianFDIC), such Custodian shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. Each Custodian of the Custodians shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting Trust that covers such access. Custodians actual costs. Upon receipt of a Request for Release by a Servicer, the applicable Custodian shall release within five Business Days the related Mortgage File to such Servicer and the Trustee shall execute and deliver to such Servicer, without recourse, a request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage (b) furnished by such Servicer), together with the Mortgage Note. Each Custodian of the Custodians may resign from its obligations hereunder at any time or may be terminated by the Trustee with cause, in each case, upon 60 days' prior days written notice to the Trusteeapplicable Servicer, the Depositor, Depositor and the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to Administrator, in which event the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files will be obligated to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodianappoint a successor. If no successor Custodian is has been appointed and has accepted appointment within 60 days after written notice the resignation or termination of such Custxxxxx'x xesignation is received by the TrusteeCustodian, the applicable Custxxxxx xxx such Custodian may petition a any court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and for appointment of succesxxx Xxxxxdiana successor. The Securities Administrator, pursuant to a separate agreement, shall compensate from its own funds the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered Custodians' fees for their respective activities under this Agreement. Notwithstanding the foregoing, The Custodians shall have no lien on the Trust Fund, not Fund for the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure payment of such Custodian fees. The Custodians shall be entitled to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trustreimbursed, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating from funds on deposit in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent Distribution Account, amounts sufficient to indemnify and hold harmless each of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Custodians and any director, officer, employee, or agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless a Custodian against any and all claimsloss, lossesliability, damages, penalties, fines, forfeitures, or expense (including reasonable and necessary attorneys' fees) incurred in connection with any claim or legal fees and related costs, judgments, and any other costs, fees and expenses that action relating to: (a) this Agreement; (b) the Certificates; or (c) the performance of any of them may sustain in any way related to such Custodian's duties under this Agreement, other than anx xxxx, xiability, or expense (i) resulting from any breach of a Servicer's obligations in connection with a Servicing Agreement for which the failure of the applicable Servicer has performed its obligation to indemnify such Custodian pursuant to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or such Servicing Agreement, (ii) resulting from any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal breach of the applicable Custodian. (e) Notwithstanding anything Responsible Party's obligations in this connection with a Servicing Agreement for which the Responsible Party has performed its obligation to the contrary, no indemnify such Custodian shall be required pursuant to deliversuch Servicing Agreement, or to cause to be delivered(iii) incurred because of willful misfeasance, an assessment bad faith, or negligence in the performance of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the such Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal yearduties under this Agreement.

Custodial Responsibilities. (a) Each Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the applicable Custodian. Each Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. (b) Each Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the ServicersServicer. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation Custodian's resignation is received by the Trustee, the applicable Custxxxxx xxx Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdiansuccessor Custodian, the applicable Custodian shall, at such Custodian's expense, xxxxxxxx promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian to be paid xxx xxxx all fees due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) AB. Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Sponsor and any director, officer, employee, employee or agent and affiliate of the Depositor, Depositor or the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the breach by the applicable Custodian of its obligation set forth in the preceding sentence or the failure of the applicable Custodian to deliver when required perform any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodianits obligations under Section 3.23. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the applicable Custodian. Each The applicable Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. (b) Each Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator and the ServicersServicer. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the applixxxxx Xxxtodian's resignation is received by the Trustee, the applicable Custxxxxx xxx Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdian, the applicable Custodian shall, at such Custodian's expensethe applicable Custodian'x xxxxxxx, xxxxxxxx promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such the applicable Custodian shall resign with cause (including such a Custodian's resignation due to the failure of such the applicable Custodian to be paid xxx xxxx all fees due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each a. On the Purchase Date, or Delivery Date if different from the Purchase Date, the Seller shall deliver to the Custodian the Mortgage File, together with a Transmittal Letter upon which the Custodian shall provide access be entitled to rely conclusively until expressly notified to the contrary in writing by the Buyer. The Mortgage Loan Schedule, relating to all of the Mortgage Loans delivered to the Custodian on the related Purchase Date (or the related Delivery Date), shall be delivered electronically to the Custodian by Seller on such Closing Date or Delivery Date, as applicable, in accordance with the terms of the Manual. b. From time to xxxx Xxxxxx may request Shipment Orders from the Buyer. Once Buyer has indicated that the Custodian has received all the Mortgage Loan Documents in possession of from the applicable Seller, Buyer shall electronically transmit any Shipment Orders to the Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof Custodian shall deliver the specified Collateral Documents or reports in its possession, minus any Assignment of Mortgage, if applicable, to the TrusteeTakeout Investor (or its custodian) in the manner directed in the Custodial Agreement and such Shipment Order. The Seller is responsible for determining whether all documents listed on the Shipment Order are on the current forms required by the Takeout Investor, in compliance with any related Purchase Commitment, or otherwise sufficient for the Certificateholders, Takeout Investor. Neither the FDIC, and Buyer nor the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the applicable Custodian. Each Custodian shall allow representatives of have any obligation to prepare, assemble, correct or sign any documents included in the above entities to photocopy any of Shipment Order (except that the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. (b) Each Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation is received by the Trustee, the applicable Custxxxxx xxx petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdian, the applicable Custodian shall, at such Custodian's expenseupon request, xxxxxxxx transfer to sign any Collateral Documents or reports which call for its signature as custodian for the successor CustodianTakeout Investor, as directed if the Custodian is serving in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files that capacity and if such Custodian shall resign with cause (including such Custodian's resignation due Collateral Documents are in form and content acceptable to the failure of such Custodian to be paid xxx xxxx due to such Custodian hereunderit). (c) For so long as reports are required to be filed with c. In the Commission under event that the Exchange Act with respect Custodian delivers any Collateral Documents to the TrustSeller upon the written authorization of the Buyer and pursuant to the Seller’s delivery to the Custodian of an executed request for the release of such Collateral Documents pursuant to the terms of the Custodial Agreement, each the Seller shall be solely responsible for the safe, prompt return of such Collateral Documents in the timeframe required upon making any correction deemed necessary by Buyer or the Seller. d. In the event that the Custodian pays for the shipment of the package of Collateral Documents, Seller will reimburse Custodian for all actual shipment costs related to such Seller upon receipt of an invoice; provided, that in any event Buyer shall not utilize any Subcontractor be held responsible or liable for the performance recovery of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report shipment costs incurred pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal yearthis Section.

Custodial Responsibilities. (a) Each Custodian of the Custodians shall provide access to the Mortgage Loan Documents documents in possession of the applicable such Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days prior written request and during normal business hours at the office of such Custodian; provided, however, that, unless otherwise required by law or any regulatory or administrative agency (including the applicable CustodianFDIC), such Custodian shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. Each Custodian of the Custodians shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting Trust that covers such access. Custodians actual costs. Upon receipt of a request for release by a Servicer substantially in the form of Exhibit L, Exhibit L-1, Exhibit L-2 or Exhibit L-3 hereto, the applicable Custodian shall release within five (b5) Business Days the related Mortgage File to such Servicer and the Trustee shall execute and deliver to such Servicer, without recourse, a request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage (furnished by such Servicer), together with the Mortgage Note. Each Custodian of the Custodians may resign from its obligations hereunder at any time or may be terminated by the Trustee with cause, in each case, upon 60 days' prior sixty (60) days written notice to the Trusteeapplicable Servicer, the Depositor, Depositor and the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to Administrator, in which event the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files will be obligated to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodianappoint a successor. If no successor Custodian is has been appointed and has accepted appointment within 60 sixty (60) days after written notice the resignation or termination of such Custxxxxx'x xesignation is received by the TrusteeCustodian, the applicable Custxxxxx xxx such Custodian may petition a any court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and for appointment of succesxxx Xxxxxdiana successor. The Securities Administrator, pursuant to a separate agreement, shall compensate from its own funds the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered Custodians for their respective activities under this Agreement. Notwithstanding the foregoing, The Custodians shall have no lien on the Trust Fund, not Fund for the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure payment of such Custodian fees. The Custodians shall be entitled to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trustreimbursed, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating from funds on deposit in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent Distribution Account, amounts sufficient to indemnify and hold harmless each of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Custodians and any director, officer, employee, or agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless a Custodian against any and all claimsloss, lossesliability, damages, penalties, fines, forfeitures, or expense (including reasonable and necessary attorneys’ fees) incurred in connection with any claim or legal fees and related costs, judgments, and any other costs, fees and expenses that action relating to: (a) this Agreement; (b) the Certificates; or (c) the performance of any of them may sustain in such Xxxxxxxxx’s duties under this Agreement, other than any way related to loss, liability, or expense (i) resulting from any breach of a Servicer’s obligations in connection with a Servicing Agreement for which the failure of the applicable Servicer has performed its obligation to indemnify such Custodian pursuant to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or such Servicing Agreement, (ii) resulting from any material misstatement breach of the Responsible Party’s obligations in connection with a Sale Agreement for which the Responsible Party has performed its obligation to indemnify such Custodian pursuant to such Sale Agreement or omission contained (iii) incurred because of willful misfeasance, bad faith, or negligence in the performance of any assessment of compliance provided to be delivered by the applicable such Custodian’s duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable CustodianCustodians. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each Custodian of the Custodians shall provide access to the Mortgage Loan Documents documents in possession of the applicable such Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days prior written request and during normal business hours at the office of such Custodian; provided, however, that, unless otherwise required by law or any regulatory or administrative agency (including the applicable CustodianFDIC), such Custodian shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. Each Custodian of the Custodians shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting Trust that covers such access. Custodians actual costs. Upon receipt of a request for release by a Servicer substantially in the form of Exhibit L, Exhibit L-1, Exhibit L-2 or Exhibit L-3 hereto, the applicable Custodian shxxx xxxxxxx xxxxin five (b5) Business Days the related Mortgage File to such Servicer and the Trustee shall execute and deliver to such Servicer, without recourse, a request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage (furnished by such Servicer), together with the Mortgage Note. Each Custodian of the Custodians may resign from its obligations hereunder at any time or may be terminated by the Trustee with cause, in each case, upon 60 days' prior sixty (60) days written notice to the Trusteeapplicable Servicer, the Depositor, Depositor and the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to Administrator, in which event the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files will be obligated to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodianappoint a successor. If no successor Custodian is has been appointed and has accepted appointment within 60 sixty (60) days after written notice the resignation or termination of such Custxxxxx'x xesignation is received by the TrusteeCustodian, the applicable Custxxxxx xxx such Custodian may petition a any court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and for appointment of succesxxx Xxxxxdiana successor. The Securities Administrator, pursuant to a separate agreement, shall compensate from its own funds the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered Custodians for their respective activities under this Agreement. Notwithstanding the foregoing, The Custodians shall have no lien on the Trust Fund, not Fund for the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure payment of such Custodian fees. The Custodians shall be entitled to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trustreimbursed, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating from funds on deposit in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent Distribution Account, amounts sufficient to indemnify and hold harmless each of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Custodians and any director, officer, employee, or agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless a Custodian against any and all claimsloss, lossesliability, damages, penalties, fines, forfeitures, or expense (including reasonable and necessary attorneys' fees) incurred in connection with any claim or legal fees and related costs, judgments, and any other costs, fees and expenses that action relating to: (a) this Agreement; (b) the Certificates; or (c) the performance of any of them may sustain in such Custodian's duties under this Agreement, other than any way related to loss, liability, or expense (i) resulting from any breach of a Servicer's obligations in connection with a Servicing Agreement for which the failure of the applicable Servicer has performed its obligation to indemnify such Custodian pursuant to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or such Servicing Agreement, (ii) resulting from any material misstatement breach of the Responsible Party's obligations in connection with a Sale Agreement for which the Responsible Party has performed its obligation to indemnify such Custodian pursuant to such Sale Agreement, or omission contained (iii) incurred because of willful misfeasance, bad faith, or negligence in the performance of any assessment of compliance provided to be delivered by the applicable such Custodian's duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable CustodianCustodians. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the applicable Custodian. Each Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. Upon receipt of a written Request for Release by Countrywide to the applicable Custodian, the applicable Custodian shall release within five Business Days the related Mortgage File in accordance with Section 3.16. (b) Each Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the ServicersCountrywide. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor CustodianTrustee. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the applicable Custodian's resignation is received by the Trustee, the applicable Custxxxxx xxx Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdiansuccessor Custodian, the applicable Custodian shall, at such the applicable Custodian's expense, xxxxxxxx promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such the applicable Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required be paid all fees due to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal yearhereunder.

Custodial Responsibilities. (a) Each Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable such Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days' prior written request and during normal business hours at the office of the applicable Custodian. Each Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. Upon receipt of a written request made by a Servicer in the form of the Request for Release, the applicable Custodian shall release within five Business Days the related Mortgage File in accordance with Section 3.16. (b) Each Custodian and any of its respective directors, officers, employees or agents shall be indemnified by the Trust Fund and held harmless against any loss, liability, or expense (including reasonable attorneys' fees) incurred in connection with any claim or legal action relating to this Agreement or the performance of any of the Custodian's duties under this Agreement other than any loss, liability, or expense incurred (i) resulting from any breach of a Servicer's obligations in connection with this Agreement for which such Servicer has performed its obligations to indemnify the Custodians pursuant to Section 6.05, (ii) resulting from any breach of the applicable Responsible Party's obligations in connection with this Agreement for which the applicable Responsible Party has performed its obligations to indemnify the Custodians pursuant to Section 2.03(o), or (iii) because of willful misfeasance, bad faith, or negligence in the performance of any of the Custodians' duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of such Custodian. Except as otherwise provided in this Agreement or a separate letter agreement between the Depositor and the applicable Custodian, such Custodian shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by such Custodian in the ordinary course of its duties as Custodian under this Agreement or for any other expenses incurred by such Custodian; provided, however, that no expense shall be reimbursed by the Trust Fund under this Agreement if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions. (c) Each Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor Trustee within such 60 day period; and (ii) delivery of all Mortgage Loan Custodial Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the applixxxxx Xxxtodian's resignation is received by the Trustee, the applicable Custxxxxx xxx such Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdian, the applicable Custodian shall, at such Custodian's expenseexpense (xxxxxx xor nonpayment, xxxxxxxx then at the expense of the Trust), promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian to be paid xxx xxxx due to such Custodian hereunder). (cd) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian the Custodians shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) AB. Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Sponsor and any director, officer, employee, employee or agent and affiliate of the Depositor, Depositor or the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered breach by the applicable Custodian of its obligation set forth in the preceding sentence or (ii) the failure of any material misstatement or omission contained in Custodian to perform any assessment of compliance provided to be delivered by the applicable Custodianits obligations under Section 3.23. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment information relating to Item 1117 of compliance or accountant's attestation report Regulation AB pursuant to Section 3.23 Sections 8.12(b) and (c) and Exhibits T and U to this Agreement for any fiscal year reporting period of the Trust in which the Custodian's Weighted Average Percentage is 5% or lessless than 20%. The "Custodian's Weighted Average Percentage" means, for each fiscal year the applicable reporting period of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year reporting period of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal yearreporting period.

Custodial Responsibilities. (a) Each Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable such Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days' prior written request and during normal business hours at the office of the applicable Custodian. Each Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. Upon receipt of a written request made by a Servicer in the form of the Request for Release, the applicable Custodian shall release within five Business Days the related Mortgage File in accordance with Section 3.16. (b) Each Custodian and any of its respective directors, officers, employees or agents shall be indemnified by the Trust Fund and held harmless against any loss, liability, or expense (including reasonable attorneys' fees) incurred in connection with any claim or legal action relating to this Agreement or the performance of any of the Custodian's duties under this Agreement other than any loss, liability, or expense incurred (i) resulting from any breach of a Servicer's obligations in connection with this Agreement for which such Servicer has performed its obligations to indemnify the Custodians pursuant to Section 6.05, (ii) resulting from any breach of the applicable Responsible Party's obligations in connection with this Agreement for which the applicable Responsible Party has performed its obligations to indemnify the Custodians pursuant to Section 2.03(o), or (iii) because of willful misfeasance, bad faith, or negligence in the performance of any of the Custodian's duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the Custodian. Except as otherwise provided in this Agreement or a separate letter agreement between the Depositor and the applicable Custodian, such Custodian shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by such Custodian in the ordinary course of its duties as Custodian under this Agreement or for any other expenses incurred by the Custodian; provided, however, that no expense shall be reimbursed by the Trust Fund under this Agreement if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions. (c) Each Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor Trustee within such 60 day period; and (ii) delivery of all Mortgage Loan Custodial Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the applixxxxx Xxxtodian's resignation is received by the Trustee, the applicable Custxxxxx xxx such Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdian, the applicable Custodian shall, at such Custodian's expenseexpense (xxxxxx xor nonpayment, xxxxxxxx then at the expense of the Trust), promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian to be paid xxx xxxx due to such Custodian hereunder). (cd) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian the Custodians shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) AB. Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Sponsor and any director, officer, employee, employee or agent and affiliate of the Depositor, Depositor or the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered breach by the applicable Custodian of its obligation set forth in the preceding sentence or (ii) the failure of any material misstatement or omission contained in Custodian to perform any assessment of compliance provided to be delivered by the applicable Custodianits obligations under Section 3.23. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment information relating to Item 1117 of compliance or accountant's attestation report Regulation AB pursuant to Section 3.23 Sections 8.12(b) and (c) and Exhibits T and U to this Agreement for any fiscal year reporting period of the Trust in which the Custodian's Weighted Average Percentage is 5% or lessless than 20%. The "Custodian's Weighted Average Percentage" means, for each fiscal year the applicable reporting period of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year reporting period of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal yearreporting period.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days' prior written request and during normal business hours at the office of the applicable Custodian. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. Upon receipt of a written request made by a Servicer in the form of the Request for Release, the Custodian shall release within five Business Days the related Mortgage File in accordance with Section 3.16. (b) Each The Custodian and any of its respective directors, officers, employees or agents shall be indemnified by the Trust Fund and held harmless against any loss, liability, or expense (including reasonable attorneys' fees) incurred in connection with any claim or legal action relating to this Agreement or the performance of any of the Custodian's duties under this Agreement other than any loss, liability, or expense incurred (i) resulting from any breach of a Servicer's obligations in connection with this Agreement for which such Servicer has performed its obligations to indemnify the Custodian pursuant to Section 6.05, (ii) resulting from any breach of the applicable Responsible Party's obligations in connection with this Agreement for which the applicable Responsible Party has performed its obligations to indemnify the Custodian pursuant to Section 2.03(o), or (iii) because of willful misfeasance, bad faith, or negligence in the performance of any of the Custodian's duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the Custodian. Except as otherwise provided in this Agreement or a separate letter agreement between the Depositor and the Custodian, the Custodian shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Custodian in the ordinary course of its duties as Custodian under this Agreement or for any other expenses incurred by the Custodian; provided, however, that no expense shall be reimbursed by the Trust Fund under this Agreement if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions. (c) The Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor Trustee within such 60 day period; and (ii) delivery of all Mortgage Loan Custodial Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the Custodian's resignation is received by the Trustee, the applicable Custxxxxx xxx Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdiansuccessor Custodian, the applicable Custodian shall, at such the Custodian's expenseexpense (unless for nonpayment, xxxxxxxx then at the expense of the Trust), promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian to be paid xxx xxxx due to such Custodian hereunder). (cd) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each the Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each AB. The Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Sponsor and any director, officer, employee, employee or agent and affiliate of the Depositor, Depositor or the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the breach by the Custodian of its obligation set forth in the preceding sentence or the failure of the applicable Custodian to deliver when required perform any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodianits obligations under Section 3.23. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no the Custodian shall not be required to deliver, or to cause to be delivered, an assessment information relating to Item 1117 of compliance or accountant's attestation report Regulation AB pursuant to Section 3.23 Sections 8.12(b) and (c) and Exhibits T and U to this Agreement for any fiscal year reporting period of the Trust in which the Custodian's Weighted Average Percentage is 5% or lessless than 20%. The "Custodian's Weighted Average Percentage" means, for each fiscal year the applicable reporting period of the Trust and each the Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year reporting period of the Mortgage Loans for which such the Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal yearreporting period.

Custodial Responsibilities. (a) Each Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the applicable Custodian. Each Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. (b) Each Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation is received by the Trustee, the applicable Custxxxxx xxx petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdiansucxxxxxx Xxstodian, the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each Custodian shall provide access to the Mortgage Loan Documents documents in the possession of the applicable such Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days prior written request and during normal business hours at the office of such Custodian; provided, however, that, unless otherwise required by law or any regulatory or administrative agency (including the applicable CustodianFDIC), such Custodian shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. Each Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting Trust that covers such access. Custodian's actual costs. Upon receipt of a Request for Release by a Servicer, the Custodian shall release within five (b5) Business Days the related Mortgage File to such Servicer and the Trustee shall execute and deliver to such Servicer, without recourse, a request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage (furnished by such Servicer), together with the Mortgage Note. Each Custodian may resign from its obligations hereunder at any time or may be terminated by the Trustee, with cause, upon 60 days' prior sixty (60) days written notice to the TrusteeServicer, the Depositor, Depositor and the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to Administrator, in which event the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files will be obligated to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodianappoint a successor. If no successor Custodian is has been appointed and has accepted appointment within 60 sixty (60) days after written notice the resignation or termination of such Custxxxxx'x xesignation is received by the TrusteeCustodian, the applicable Custxxxxx xxx such Custodian may petition a any court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and for appointment of succesxxx Xxxxxdiana successor. The Securities Administrator, the applicable pursuant to a separate agreement, shall compensate from its own funds each Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered for its activities under this Agreement. Notwithstanding the foregoing, The Custodians shall have no lien on the Trust Fund, not Fund for the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure payment of such Custodian to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) fees. Each Custodian shall be entitled to be reimbursed, from funds on deposit in the Distribution Account, amounts sufficient to indemnify the Depositor, the Sponsor, the Securities Administrator and hold harmless such Custodian and any director, officer, employee, or agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless such Custodian against any and all claimsloss, lossesliability, damages, penalties, fines, forfeitures, or expense (including reasonable and necessary attorneys' fees) incurred in connection with any claim or legal fees and related costs, judgments, and any other costs, fees and expenses that action relating to: (a) this Agreement; (b) the Certificates; or (c) the performance of any of them may sustain in such Cxxxxxxxx's duties under this Agreement, other than any way related to loss, liability, or expense (i) the failure resulting from any breach of the applicable a Servicer's obligations in connection with a Servicing Agreement for which such Servicer has performed its obligation to indemnify such Custodian pursuant to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or such Servicing Agreement, (ii) resulting from any material misstatement breach of the Servicer's obligations in connection with a Servicing Agreement for which such Servicer has performed its obligation to indemnify such Custodian pursuant to such Servicing Agreement, or omission contained (iii) incurred because of willful misfeasance, bad faith, or negligence in the performance of any assessment of compliance provided to be delivered by the applicable such Custodian's duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each Custodian of the Custodians shall provide access to the Mortgage Loan Documents documents in possession of the applicable such Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days prior written request and during normal business hours at the office of such Custodian; provided, however, that, unless otherwise required by law or any regulatory or administrative agency (including the applicable CustodianFDIC), such Custodian shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. Each Custodian of the Custodians shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting Trust that covers such access. Custodians actual costs. Upon receipt of a request for release by a Servicer substantially in the form of Exhibit L-1, L-2, L-3 or L-4 hereto, the applicable Custodian shall release xxxxxx xxxx (b0) Xxxiness Days the related Mortgage File to such Servicer and the Trustee shall execute and deliver to such Servicer, without recourse, a request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage (furnished by such Servicer), together with the Mortgage Note. Each Custodian of the Custodians may resign from its obligations hereunder at any time or may be terminated by the Trustee with cause, in each case, upon 60 days' prior sixty (60) days written notice to the Trusteeapplicable Servicer, the Depositor, Depositor and the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to Administrator, in which event the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files will be obligated to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodianappoint a successor. If no successor Custodian is has been appointed and has accepted appointment within 60 sixty (60) days after written notice the resignation or termination of such Custxxxxx'x xesignation is received by the TrusteeCustodian, the applicable Custxxxxx xxx such Custodian may petition a any court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and for appointment of succesxxx Xxxxxdiana successor. The Securities Administrator, pursuant to a separate agreement, shall compensate from its own funds the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered Custodians for their respective activities under this Agreement. Notwithstanding the foregoing, The Custodians shall have no lien on the Trust Fund, not Fund for the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure payment of such Custodian fees. The Custodians shall be entitled to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trustreimbursed, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating from funds on deposit in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent Distribution Account, amounts sufficient to indemnify and hold harmless each of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Custodians and any director, officer, employee, or agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless a Custodian against any and all claimsloss, lossesliability, damages, penalties, fines, forfeitures, or expense (including reasonable and necessary attorneys' fees) incurred in connection with any claim or legal fees and related costs, judgments, and any other costs, fees and expenses that action relating to: (a) this Agreement; (b) the Certificates; or (c) the performance of any of them may sustain in such Custodian's duties under this Agreement, other than any way related to loss, liability, or expense (i) resulting from any breach of a Servicer's obligations in connection with a Servicing Agreement for which the failure of the applicable Servicer has performed its obligation to indemnify such Custodian pursuant to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or such Servicing Agreement, (ii) resulting from any material misstatement breach of the Responsible Party's obligations in connection with a Sale Agreement for which the Responsible Party has performed its obligation to indemnify such Custodian pursuant to such Sale Agreement, or omission contained (iii) incurred because of willful misfeasance, bad faith, or negligence in the performance of any assessment of compliance provided to be delivered by the applicable such Custodian's duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable CustodianCustodians. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable such Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days' prior written request and during normal business hours at the office of the applicable Custodian. Each Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. Upon receipt of a written request made by a Servicer in the form of the Request for Release, the applicable Custodian shall release within five Business Days the related Mortgage File in accordance with Section 3.16. (b) Each Custodian and any of its respective directors, officers, employees or agents shall be indemnified by the Trust Fund and held harmless against any loss, liability, or expense (including reasonable attorneys' fees) incurred in connection with any claim or legal action relating to this Agreement or the performance of any of the Custodians' duties under this Agreement other than any loss, liability, or expense incurred (i) resulting from any breach of a Servicer's obligations in connection with this Agreement for which such Servicer has performed its obligations to indemnify the Custodians pursuant to Section 6.05 or (ii) because of willful misfeasance, bad faith, or negligence in the performance of any of the Custodians' duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of such Custodian. Except as otherwise provided in this Agreement or a separate letter agreement between the Depositor and the applicable Custodian, such Custodian shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by such Custodian in the ordinary course of its duties as Custodian under this Agreement or for any other expenses incurred by such Custodian; provided, however, that no expense shall be reimbursed by the Trust Fund under this Agreement if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions. (c) Each Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor Trustee within such 60 day period; and (ii) delivery of all Mortgage Loan Custodial Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the applicable Custodian's resignation is received by the Trustee, the applicable Custxxxxx xxx such Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdiansuccessor Custodian, the applicable Custodian shall, at such Custodian's expenseexpense (unless for nonpayment, xxxxxxxx then at the expense of the Trust), promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian to be paid xxx xxxx due to such Custodian hereunder). (cd) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian the Custodians shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) AB. Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Sponsor and any director, officer, employee, employee or agent and affiliate of the Depositor, Depositor or the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered breach by the applicable Custodian of its obligation set forth in the preceding sentence or (ii) the failure of any material misstatement or omission contained in Custodian to perform any assessment of compliance provided to be delivered by the applicable Custodianits obligations under Section 3.23. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment information relating to Item 1117 of compliance or accountant's attestation report Regulation AB pursuant to Section 3.23 Sections 8.12(b) and (c) and Exhibits T and U to this Agreement for any fiscal year reporting period of the Trust in which the Custodian's Weighted Average Percentage is 5% or lessless than 20%. The "Custodian's Weighted Average Percentage" means, for each fiscal year the applicable reporting period of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year reporting period of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal yearreporting period.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days prior written request and during normal business hours at the office of the applicable Custodian; provided, however, that, unless otherwise required by law or any regulatory or administrative agency (including the FDIC), the Custodian shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting Trust that covers the Custodian's actual costs. Upon receipt of a Request for Release by a Servicer, the Custodian shall release within five Business Days the related Mortgage File to such access. Servicer and the Trustee shall execute and deliver to such Servicer, without recourse, a request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage (b) Each furnished by such Servicer), together with the Mortgage Note. The Custodian may resign from its obligations hereunder at any time or may be terminated by the Trustee, with cause, upon 60 days' prior days written notice to the TrusteeServicer, the Depositor, Depositor and the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to Administrator, in which event the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files will be obligated to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodianappoint a successor. If no successor Custodian is has been appointed and has accepted appointment within 60 days after written notice the resignation or termination of such Custxxxxx'x xesignation is received by the TrusteeCustodian, the applicable Custxxxxx xxx Custodian may petition a any court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and for appointment of succesxxx Xxxxxdiana successor. The Securities Administrator, pursuant to a separate agreement, shall compensate from its own funds the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered for its activities under this Agreement. Notwithstanding the foregoing, The Custodian shall have no lien on the Trust Fund, not Fund for the applicable Custodian, shall bear the costs relating to the transfer payment of Mortgage Files if such fees. The Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian be entitled to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trustreimbursed, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating from funds on deposit in the servicing function" within Distribution Account, amounts sufficient to indemnify and hold harmless the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, or agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless Custodian against any and all claimsloss, lossesliability, damages, penalties, fines, forfeitures, or expense (including reasonable and necessary attorneys' fees) incurred in connection with any claim or legal fees and related costs, judgments, and any other costs, fees and expenses that action relating to: (a) this Agreement; (b) the Certificates; or (c) the performance of any of them may sustain in the Custodian's duties under this Agreement, other than any way related to loss, liability, or expense (i) resulting from any breach of a Servicer's obligations in connection with a Servicing Agreement for which the failure of Servicer has performed its obligation to indemnify the applicable Custodian pursuant to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or such Servicing Agreement, (ii) resulting from any material misstatement breach of the Servicer's obligations in connection with a Servicing Agreement for which the Servicer has performed its obligation to indemnify the Custodian pursuant to such Servicing Agreement, or omission contained (iii) incurred because of willful misfeasance, bad faith, or negligence in the performance of any assessment of compliance provided to be delivered by the applicable Custodian's duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the applicable Custodian. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. (b) Each The Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator and the ServicersServicer. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the Custodian's resignation is received by the Trustee, the applicable Custxxxxx xxx Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdiansuccessor Custodian, the applicable Custodian shall, at such the Custodian's expense, xxxxxxxx promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such the Custodian shall resign with cause (including such the Custodian's resignation due to the failure of such the Custodian to be paid xxx xxxx all fees due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each Custodian of the Custodians shall provide access to the Mortgage Loan Documents documents in possession of the applicable such Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days prior written request and during normal business hours at the office of such Custodian; provided, however, that, unless otherwise required by law or any regulatory or administrative agency (including the applicable CustodianFDIC), such Custodian shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. Each Custodian of the Custodians shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting Trust that covers such access. Custodians actual costs. Upon receipt of a Request for Release by a Servicer, the applicable Custodian shall release within five Business Days the related Mortgage File to such Servicer and the Trustee shall execute and deliver to such Servicer, without recourse, a request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage (b) furnished by such Servicer), together with the Mortgage Note. Each Custodian of the Custodians may resign from its obligations hereunder at any time or may be terminated by the Trustee with cause, in each case, upon 60 days' prior days written notice to the Trusteeapplicable Servicer, the Depositor, Depositor and the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to Administrator, in which event the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files will be obligated to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodianappoint a successor. If no successor Custodian is has been appointed and has accepted appointment within 60 days after written notice the resignation or termination of such Custxxxxx'x xesignation is received by the TrusteeCustodian, the applicable Custxxxxx xxx such Custodian may petition a any court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and for appointment of succesxxx Xxxxxdiana successor. The Securities Administrator, pursuant to a separate agreement, shall compensate from its own funds the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered Custodians for their respective activities under this Agreement. Notwithstanding the foregoing, The Custodians shall have no lien on the Trust Fund, not Fund for the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure payment of such Custodian fees. The Custodians shall be entitled to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trustreimbursed, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating from funds on deposit in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent Distribution Account, amounts sufficient to indemnify and hold harmless each of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Custodians and any director, officer, employee, or agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless a Custodian against any and all claimsloss, lossesliability, damages, penalties, fines, forfeitures, or expense (including reasonable and necessary attorneys' fees) incurred in connection with any claim or legal fees and related costs, judgments, and any other costs, fees and expenses that action relating to: (a) this Agreement; (b) the Certificates; or (c) the performance of any of them may sustain in such Xxxxxxxxx's duties under this Agreement, other than any way related to loss, liability, or expense (i) resulting from any breach of a Servicer's obligations in connection with a Servicing Agreement for which the failure of the applicable Servicer has performed its obligation to indemnify such Custodian pursuant to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or such Servicing Agreement, (ii) resulting from any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal breach of the applicable Custodian. (e) Notwithstanding anything Responsible Party's obligations in this connection with a Servicing Agreement for which the Responsible Party has performed its obligation to the contrary, no indemnify such Custodian shall be required pursuant to deliversuch Servicing Agreement, or to cause to be delivered(iii) incurred because of willful misfeasance, an assessment bad faith, or negligence in the performance of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the such Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal yearduties under this Agreement.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the applicable Custodian. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. Upon receipt of a written request by the Servicer, in a form acceptable to the Custodian, the Custodian shall release within five Business Days the related Mortgage File in accordance with Section 3.16. (b) Each [Reserved.] (c) The Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the ServicersServicer. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably custodian acceptable to the Depositor Trustee within such 60 day period; and (ii) delivery of all Mortgage Loan Custodial Files to the successor Custodiancustodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the Custodian's resignation is received by the Trustee, the applicable Custxxxxx xxx Custodian may petition a court of competent jurisdiction to appoint a successor Custodiancustodian. Upon such resignation and appointment of succesxxx Xxxxxdiansuccessor Custodian, the applicable Custodian shall, at such Custodian's expense, xxxxxxxx promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the [Delaware] Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the applicable Custodian. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. (b) Each The Custodian may resign from its obligations hereunder upon 60 days' ’ prior written notice to the [Delaware] Trustee, the Depositor, the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor within such 60 60-day period; and (ii) delivery of all Mortgage Loan Files to the successor Custodian. The [Delaware] Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the Custodian’s resignation is received by the [Delaware] Trustee, the applicable Custxxxxx xxx Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdiansuccessor Custodian, the applicable Custodian shall, at such the Custodian's ’s expense, xxxxxxxx promptly transfer to the successor Custodian, as directed in writing by the [Delaware] Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such the Custodian shall resign with cause (including such the Custodian's ’s resignation due to the failure of such the Custodian to be paid xxx xxxx all fees due to such the Custodian hereunder). (c) . For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each the Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (dc) Each The Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in . [As compensation for its activities under this Agreement to Agreement, the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report paid its fee by the Securities Administrator from the Securities Administrator’s own funds pursuant to Section 3.23 for any fiscal year of a separate fee schedule. The Custodian shall have no lien on the Trust in which Fund for the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year payment of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal yearfees.]

Custodial Responsibilities. (a) Each Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable such Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days’ prior written request and during normal business hours at the office of the applicable Custodian. Each Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. Upon receipt of a written request made by the Servicer in the form of the Request for Release, the applicable Custodian shall release within five Business Days the related Mortgage File in accordance with Section 3.16. (b) Each Custodian and any of its respective directors, officers, employees or agents shall be indemnified by the Trust Fund and held harmless against any loss, liability, or expense (including reasonable attorneys’ fees) incurred in connection with any claim or legal action relating to this Agreement or the performance of any of the Custodian’s duties under this Agreement other than any loss, liability, or expense incurred (i) resulting from any breach of the Servicer’s obligations in connection with this Agreement for which the Servicer has performed its obligations to indemnify the Custodians pursuant to Section 6.05, (ii) resulting from any breach of the applicable Responsible Party’s obligations in connection with this Agreement for which the applicable Responsible Party has performed its obligations to indemnify the Custodians pursuant to Section 2.03(o), or (iii) because of willful misfeasance, bad faith, or negligence in the performance of any of the Custodian’s duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the Custodian. Except as otherwise provided in this Agreement or a separate letter agreement between the Depositor and the applicable Custodian, such Custodian shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by such Custodian in the ordinary course of its duties as Custodian under this Agreement or for any other expenses incurred by the Custodian; provided, however, that no expense shall be reimbursed by the Trust Fund under this Agreement if it would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of the REMIC Provisions. (c) Each Custodian may resign from its obligations hereunder upon 60 days' ’ prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the ServicersServicer. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor Trustee within such 60 day period; and (ii) delivery of all Mortgage Loan Custodial Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the applicable Custodian’s resignation is received by the Trustee, the applicable Custxxxxx xxx such Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdiansuccessor Custodian, the applicable Custodian shall, at such Custodian's expense’s expense (unless for nonpayment, xxxxxxxx then at the expense of the Trust), promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian to be paid xxx xxxx due to such Custodian hereunder). (cd) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian the Custodians shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) AB. Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Sponsor and any director, officer, employee, employee or agent and affiliate of the Depositor, Depositor or the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered breach by the applicable Custodian of its obligation set forth in the preceding sentence or (ii) the failure of any material misstatement or omission contained in Custodian to perform any assessment of compliance provided to be delivered by the applicable Custodianits obligations under Section 3.23. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment information relating to Item 1117 of compliance or accountant's attestation report Regulation AB pursuant to Section 3.23 Sections 8.12(b) and (c) and Exhibits R and S to this Agreement for any fiscal year reporting period of the Trust in which the Custodian's ’s Weighted Average Percentage is 5% or lessless than 20%. The "“Custodian's ’s Weighted Average Percentage" ” means, for each fiscal year the applicable reporting period of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year reporting period of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal yearreporting period.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the applicable Custodian. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. (b) Each The Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the ServicersServicer. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the Custodian's resignation is received by the Trustee, the applicable Custxxxxx xxx Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdiansuccessor Custodian, the applicable Custodian shall, at such the Custodian's expense, xxxxxxxx promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such the Custodian shall resign with cause (including such the Custodian's resignation due to the failure of such the Custodian to be paid xxx xxxx all fees due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each Custodian of the Custodians shall provide access to the Mortgage Loan Documents documents in possession of the applicable such Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days prior written request and during normal business hours at the office of such Custodian; provided, however, that, unless otherwise required by law or any regulatory or administrative agency (including the applicable CustodianFDIC), such Custodian shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. Each Custodian of the Custodians shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting Trust that covers such access. Custodians actual costs. Upon receipt of a request for release by a Servicer substantially in the form of Exhibit L-1, Exhibit L-2, Exhibit L-3 or Exhibit L-4 hereto, the applicable Custodian shall release within five (b5) Business Days the related Mortgage File to such Servicer and the Trustee shall execute and deliver to such Servicer, without recourse, a request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage (furnished by such Servicer), together with the Mortgage Note. Each Custodian of the Custodians may resign from its obligations hereunder at any time or may be terminated by the Trustee with cause, in each case, upon 60 days' prior sixty (60) days written notice to the Trusteeapplicable Servicer, the Depositor, the Securities Administrator NIM Insurer and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to Securities Administrator, in which event the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files will be obligated to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodianappoint a successor. If no successor Custodian is has been appointed and has accepted appointment within 60 sixty (60) days after written notice the resignation or termination of such Custxxxxx'x xesignation is received by the TrusteeCustodian, the applicable Custxxxxx xxx such Custodian may petition a any court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and for appointment of succesxxx Xxxxxdiana successor. The Securities Administrator, pursuant to a separate agreement, shall compensate from its own funds the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered Custodians for their respective activities under this Agreement. Notwithstanding the foregoing, The Custodians shall have no lien on the Trust Fund, not Fund for the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure payment of such Custodian fees. The Custodians shall be entitled to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trustreimbursed, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating from funds on deposit in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent Distribution Account, amounts sufficient to indemnify and hold harmless each of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Custodians and any director, officer, employee, or agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless a Custodian against any and all claimsloss, lossesliability, damages, penalties, fines, forfeitures, or expense (including reasonable and necessary attorneys’ fees) incurred in connection with any claim or legal fees and related costs, judgments, and any other costs, fees and expenses that action relating to: (a) this Agreement; (b) the Certificates; or (c) the performance of any of them may sustain in such Cxxxxxxxx’s duties under this Agreement, other than any way related to loss, liability, or expense (i) resulting from any breach of a Servicer’s obligations in connection with a Servicing Agreement for which the failure of the applicable Servicer has performed its obligation to indemnify such Custodian pursuant to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or such Servicing Agreement, (ii) resulting from any material misstatement breach of the Responsible Party’s obligations in connection with a Sale Agreement for which the Responsible Party has performed its obligation to indemnify such Custodian pursuant to such Sale Agreement or omission contained (iii) incurred because of willful misfeasance, bad faith, or negligence in the performance of any assessment of compliance provided to be delivered by the applicable such Custodian’s duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable CustodianCustodians. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days' prior written request and during normal business hours at the office of the applicable Custodian. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. Upon receipt of a written request made by a Servicer in the form of the Request for Release, the Custodian shall release within five Business Days the related Mortgage File in accordance with Section 3.16. (b) Each The Custodian and any of its respective directors, officers, employees or agents shall be indemnified by the Trust Fund and held harmless against any loss, liability, or expense (including reasonable attorneys' fees) incurred in connection with any claim or legal action relating to this Agreement or the performance of any of the Custodian's duties under this Agreement other than any loss, liability, or expense incurred (i) resulting from any breach of a Servicer's obligations in connection with this Agreement for which such Servicer has performed its obligations to indemnify the Custodian pursuant to Section 6.05, (ii) resulting from any breach of the applicable Responsible Party's obligations in connection with this Agreement for which the applicable Responsible Party has performed its obligations to indemnify the Custodian pursuant to Section 2.03(p), or (iii) because of willful misfeasance, bad faith, or negligence in the performance of any of the Custodian's duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the Custodian. Except as otherwise provided in this Agreement or a separate letter agreement between the Depositor and the Custodian, the Custodian shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Custodian in the ordinary course of its duties as Custodian under this Agreement or for any other expenses incurred by the Custodian; provided, however, that no expense shall be reimbursed by the Trust Fund under this Agreement if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions. (c) The Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor Trustee within such 60 day period; and (ii) delivery of all Mortgage Loan Custodial Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the Custoxxxx'x xxsignation is received by the Trustee, the applicable Custxxxxx xxx Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdian, the applicable Custodian shall, at such the Custodian's expenseexpense (unless for xxxxxxxxxt, xxxxxxxx then at the expense of the Trust), promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian to be paid xxx xxxx due to such Custodian hereunder). (cd) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each the Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each AB. The Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Sponsor and any director, officer, employee, employee or agent and affiliate of the Depositor, Depositor or the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the breach by the Custodian of its obligation set forth in the preceding sentence or the failure of the applicable Custodian to deliver when required perform any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodianits obligations under Section 3.23. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment information relating to Item 1117 of compliance or accountant's attestation report Regulation AB pursuant to Section 3.23 Sections 8.12(b) and (c) and Exhibits V and W to this Agreement for any fiscal year reporting period of the Trust in which the Custodian's Weighted Average Percentage is 5% or lessless than 20%. The "Custodian's Weighted Average Percentage" means, for each fiscal year the applicable reporting period of the Trust and each the Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year reporting period of the Mortgage Loans for which such the Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal yearreporting period.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, FDIC and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days' prior written request and during normal business hours at the office of the applicable Custodian. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. (b) Each The Custodian may resign from its obligations hereunder upon 60 days' prior written notice to the Trustee, the Depositor, the Securities Administrator Depositor and the ServicersServicer. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the Custodian's resignation is received by the Trustee, the applicable Custxxxxx xxx Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdiansuccessor Custodian, the applicable Custodian shall, at such the Custodian's expense, xxxxxxxx promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such the Custodian shall resign with cause (including such a Custodian's resignation due to the failure of such the Custodian to be paid xxx xxxx all fees due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each the Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each The Custodian and any of its respective directors, officers, employees or agents shall be indemnified by the Trust Fund and held harmless against any loss, liability, or expense (including reasonable attorneys' fees) incurred in connection with any claim or legal action relating to this Agreement or the performance of any of the Custodian's duties under this Agreement other than any loss, liability, or expense incurred (i) resulting from any breach of a Servicer's obligations in connection with this Agreement for which such Servicer has performed its obligations to indemnify the Custodian pursuant to Section 6.05, (ii) resulting from any breach of the applicable Responsible Party's obligations in connection with this Agreement for which the applicable Responsible Party has performed its obligations to indemnify the Custodian pursuant to Section 2.03(h), or (iii) because of willful misfeasance, bad faith, or negligence in the performance of any of the Custodian's duties under this Agreement. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the Custodian. Except as otherwise provided in this Agreement or a separate letter agreement between the Depositor and the Custodian, the Custodian shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Custodian in the ordinary course of its duties as Custodian under this Agreement or for any other expenses incurred by the Custodian; provided, however, that no expense shall be reimbursed by the Trust Fund under this Agreement if it would not constitute an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions. (e) The Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Trustee and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor or the Securities Administrator Trustee and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable reasonably and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or material omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during the Custodian's normal business hours at the office of the applicable Custodian. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. Upon receipt of a written request by the Servicer, in a form of the Request for Release, the Custodian shall release within five Business Days the related Mortgage File in accordance with Section 3.16. (b) Each The Custodian may resign from and any of its obligations hereunder upon 60 daysrespective directors, officers, employees or agents shall be indemnified by the Trust Fund and held harmless against any loss, liability, or expense (including reasonable attorneys' prior written notice fees) incurred in connection with any claim or legal action relating to this Agreement or the Trusteeperformance of any of the Custodian's duties under this Agreement other than any loss, the Depositorliability, the Securities Administrator and the Servicers. Such resignation shall take effect upon or expense incurred (i) resulting from any breach of the appointment of a successor Servicer's obligations in connection with this Agreement for which the Servicer has performed its obligations to indemnify the Custodian reasonably acceptable pursuant to the Depositor within such 60 day period; and Section 6.05, (ii) delivery resulting from any breach of all Mortgage Loan Files the Responsible Party's obligations in connection with this Agreement for which the Responsible Party has performed its obligations to indemnify the successor Custodian. The Trustee shall have Custodian pursuant to Section 2.03(k), or (iii) because of willful misfeasance, bad faith, or negligence in the right, but not performance of any of the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation is received by the Trustee, the applicable Custxxxxx xxx petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdian, the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered duties under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything . Except as otherwise provided in this Agreement to or a separate letter agreement between the contrary, no Custodian shall be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of Depositor and the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotientCustodian shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Custodian in the ordinary course of its duties hereunder; provided, expressed as a percentagehowever, of (A) that no expense shall be reimbursed under this Agreement if it would not constitute an "unanticipated expense incurred by the aggregate REMIC" within the meaning of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal yearREMIC Provisions.

Custodial Responsibilities. (a) Each Custodian of the Custodians shall provide access to the Mortgage Loan Documents documents in possession of the applicable such Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days prior written request and during normal business hours at the office of such Custodian; provided, however, that, unless otherwise required by law or any regulatory or administrative agency (including the applicable CustodianFDIC), such Custodian shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. Each Custodian of the Custodians shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting Trust that covers such access. Custodians actual costs. Upon receipt of a Request for Release by a Servicer, the applicable Custodian shall release within five Business Days the related Mortgage File to such Servicer and the Trustee shall execute and deliver to such Servicer, without recourse, a request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage (b) furnished by such Servicer), together with the Mortgage Note. Each Custodian of the Custodians may resign from its obligations hereunder at any time or may be terminated by the Trustee with cause, in each case, upon 60 days' prior days written notice to the Trusteeapplicable Servicer, the Depositor, Depositor and the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to Administrator, in which event the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files will be obligated to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodianappoint a successor. If no successor Custodian is has been appointed and has accepted appointment within 60 days after written notice the resignation or termination of such Custxxxxx'x xesignation is received by the TrusteeCustodian, the applicable Custxxxxx xxx such Custodian may petition a any court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and for appointment of succesxxx Xxxxxdiana successor. The Securities Administrator, pursuant to a separate agreement, shall compensate from its own funds the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered Custodians for their respective activities under this Agreement. Notwithstanding the foregoing, The Custodians shall have no lien on the Trust Fund, not Fund for the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such Custodian shall resign with cause (including such Custodian's resignation due to the failure payment of such Custodian fees. The Custodians shall be entitled to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trustreimbursed, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating from funds on deposit in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent Distribution Account, amounts sufficient to indemnify and hold harmless each of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator Custodians and any director, officer, employee, or agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless a Custodian against any and all claimsloss, lossesliability, damages, penalties, fines, forfeitures, or expense (including reasonable and necessary attorneys' fees) incurred in connection with any claim or legal fees and related costs, judgments, and any other costs, fees and expenses that action relating to: (a) this Agreement; (b) the Certificates; or (c) the performance of any of them may sustain in any way related to such Custodian's duties under this Agreement, othex xxxx xxy loss, liability, or expense (i) resulting from any breach of a Servicer's obligations in connection with a Servicing Agreement for which the failure of the applicable Servicer has performed its obligation to indemnify such Custodian pursuant to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or such Servicing Agreement, (ii) resulting from any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal breach of the applicable Custodian. (e) Notwithstanding anything Responsible Party's obligations in this connection with a Servicing Agreement for which the Responsible Party has performed its obligation to the contrary, no indemnify such Custodian shall be required pursuant to deliversuch Servicing Agreement, or to cause to be delivered(iii) incurred because of willful misfeasance, an assessment bad faith, or negligence in the performance of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the such Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal yearduties under this Agreement.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, FDIC and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the applicable Custodian. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting such access. (b) Each The Custodian may resign from its obligations hereunder upon 60 days' days prior written notice to the Trustee, the Depositor, the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to the Depositor within such 60 day period; period and (ii) delivery of all Mortgage Loan Files to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodian. If no successor Custodian is appointed within 60 days after written notice of such Custxxxxx'x xesignation the Custodian's resignation is received by the Trustee, the applicable Custxxxxx xxx Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and appointment of succesxxx Xxxxxdiansuccessor Custodian, the applicable Custodian shall, at such the Custodian's expense, xxxxxxxx promptly transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered under this Agreement. Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian, shall bear the costs relating to the transfer of Mortgage Files if such the Custodian shall resign with cause (including such the Custodian's resignation due to the failure of such the Custodian to be paid xxx xxxx all fees due to such the Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust, each the Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each The Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the failure of the applicable Custodian to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or (ii) any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, no the Custodian shall not be required to deliver, or to cause to be delivered, an assessment of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each the Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such the Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal year.

Custodial Responsibilities. (a) Each The Custodian shall provide access to the Mortgage Loan Documents documents in possession of the applicable Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable two (2) Business Days prior written request and during normal business hours at the office of the applicable Custodian; provided, however, that, unless otherwise required by law or any regulatory or administrative agency (including the FDIC), the Custodian shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. Each The Custodian shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at the expense of the person requesting Trust that covers the Custodian's actual costs. Upon receipt of a Request for Release by a Servicer, the Custodian shall release within five Business Days the related Mortgage File to such access. Servicer and the Trustee shall execute and deliver to such Servicer, without recourse, a request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage (b) Each furnished by such Servicer), together with the Mortgage Note. The Custodian may resign from its obligations hereunder at any time or may be terminated by the Trustee, with cause, upon 60 days' prior days written notice to the Trusteeapplicable Servicer, the Depositor, Depositor and the Securities Administrator and the Servicers. Such resignation shall take effect upon (i) the appointment of a successor Custodian reasonably acceptable to Administrator, in which event the Depositor within such 60 day period; and (ii) delivery of all Mortgage Loan Files will be obligated to the successor Custodian. The Trustee shall have the right, but not the obligation, to become the successor Custodianappoint a successor. If no successor Custodian is has been appointed and has accepted appointment within 60 days after written notice the resignation or termination of such Custxxxxx'x xesignation is received by the TrusteeCustodian, the applicable Custxxxxx xxx Custodian may petition a any court of competent jurisdiction to appoint a successor Custodian. Upon such resignation and for appointment of succesxxx Xxxxxdiana successor. The Securities Administrator, pursuant to a separate agreement, shall compensate from its own funds the applicable Custodian shall, at such Custodian's expense, xxxxxxxx transfer to the successor Custodian, as directed in writing by the Trustee, all applicable Mortgage Files being administered for its activities under this Agreement. Notwithstanding the foregoing, The Custodian shall have no lien on the Trust Fund, not Fund for the applicable Custodian, shall bear the costs relating to the transfer payment of Mortgage Files if such fees. The Custodian shall resign with cause (including such Custodian's resignation due to the failure of such Custodian be entitled to be paid xxx xxxx due to such Custodian hereunder). (c) For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trustreimbursed, each Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be "participating from funds on deposit in the servicing function" within Distribution Account, amounts sufficient to indemnify and hold harmless the meaning of Item 1122 of Regulation AB without the prior written consent of the Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, the Securities Administrator and any director, officer, employee, or agent and affiliate of the Depositor, the Sponsor or the Securities Administrator and hold them harmless Custodian against any and all claimsloss, lossesliability, damages, penalties, fines, forfeitures, or expense (including reasonable and necessary attorneys' fees) incurred in connection with any claim or legal fees and related costs, judgments, and any other costs, fees and expenses that action relating to: (a) this Agreement; (b) the Certificates; or (c) the performance of any of them may sustain in the Custodian's duties under this Agreement, other than any way related to loss, liability, or expense (i) resulting from any breach of a Servicer's obligations in connection with a Servicing Agreement for which the failure of Servicer has performed its obligation to indemnify the applicable Custodian pursuant to deliver when required any assessment of compliance required to be delivered by the applicable Custodian or such Servicing Agreement, (ii) resulting from any material misstatement or omission contained in any assessment of compliance provided to be delivered by the applicable Custodian. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal breach of the applicable Custodian. (e) Notwithstanding anything Responsible Party's obligations in this connection with a Servicing Agreement for which the Responsible Party has performed its obligation to indemnify the contrary, no Custodian shall be required pursuant to deliversuch Servicing Agreement, or to cause to be delivered(iii) incurred because of willful misfeasance, an assessment bad faith, or negligence in the performance of compliance or accountant's attestation report pursuant to Section 3.23 for any fiscal year of the Trust in which the Custodian's Weighted Average Percentage is 5% or less. The "Custodian's Weighted Average Percentage" means, for each fiscal year of the Trust and each Custodian, the quotient, expressed as a percentage, of (A) the aggregate of the Stated Principal Balance for each Distribution Date in such fiscal year of the Mortgage Loans for which such Custodian acted as Custodian divided by (B) the aggregate of the Pool Stated Principal Balance for each Distribution Date in such fiscal yearduties under this Agreement.