Common use of Custodian’s Duties Clause in Contracts

Custodian’s Duties. The Custodian shall examine each Mortgage Note, Mortgage and Assignment of Mortgage received by the Custodian hereunder in accordance with the Review Procedure and shall make the Certification specifically provided in Section 4. However, except as specifically provided in Section 4, the Custodian shall not be responsible for, and shall not certify as to, the value, form, substance, legality, validity, perfection, priority, recordability, genuineness, effectiveness or enforceability of any Mortgage Note, Mortgage and Assignment of Mortgage, or the collectability, insurability, effectiveness or suitability of any such Mortgage Loan. (a) While the Mortgage Loans are owned by the Issuer, and subject to the security interest of the Collateral Agent, as the case may be, the Custodian shall: (1) segregate on the books of the Custodian and maintain continuous custody and control of the Mortgage Notes, Mortgages and Assignments of Mortgage on behalf of and in trust for the Issuer subject to the security interest of the Collateral Agent and shall hold the Mortgage Notes, Mortgages and Assignments of Mortgage in secure and fire-resistant facilities in accordance with customary standards for storage, and the Custodian shall have no liability for any loss of the Mortgage Notes, Mortgages and Assignments of Mortgage (A) unless the Custodian shall fail to perform its duties and obligations under this Agreement in accordance with customary standards for such custody or (B) except for any loss which is the result of the Custodian’s gross negligence, fraud, bad faith or willful misconduct; and (2) make available for review, inspection, examination or audit by the Issuer, any Swap Counterparty or the Collateral Agent, or their designees, at any time during normal business hours of the Custodian, upon two (2) Business Days’ written notice, the Mortgage Notes, Mortgages and Assignments of Mortgage and accounts and records pertaining thereto and related storage facilities, maintenance and release procedures and control and tracking mechanisms. (b) So long as no Servicer Event of Default has occurred and is continuing of which a Responsible Officer of the Custodian has been given written notice, from time to time (and as appropriate for the servicing of any of the Mortgage Loans (as determined by the Servicer)), the Custodian is authorized, after delivery to the Custodian of the Servicer’s Request for Release, to release to the Servicer the related Mortgage Note, Mortgage and Assignment of Mortgage; provided, however, that the Custodian shall only release Mortgage Notes, Mortgages and Assignments of Mortgage to the Servicer if a copy of the Request for Release is delivered to the Collateral Agent by the Custodian promptly on receipt of the same and in any event prior to the release of the relevant Mortgage Note, Mortgage and Assignment of Mortgage (or if the Collateral Agent shall have notified the Custodian that all Obligations shall have been paid in full by the Issuer). All Mortgage Notes, Mortgages and Assignments of Mortgage so released temporarily to the Servicer shall be held by the Servicer in trust for the benefit of the Collateral Agent on behalf of the Issuer from time to time and shall be returned (x) within seven (7) Business Days from the date of release as set forth in such Request for Release or (y) immediately upon the occurrence of a Servicer Event of Default; it being understood that Mortgage Notes, Mortgages and Assignments of Mortgage released in connection with foreclosures need not be returned within such seven (7) Business Day period provided that the Servicer agrees in writing that it is holding such Mortgage Notes, Mortgages and Assignments of Mortgage as bailee for the Collateral Agent during the foreclosure period, such agreement to be sent to the Custodian with the Request for Release. As set forth in such Request for Release, the Servicer shall be strictly liable for such Mortgage Notes, Mortgages and Assignments of Mortgage and agrees to return them within the time period set forth in the applicable release. The Servicer shall in any case return to the Custodian the Mortgage Notes, Mortgages and Assignments of Mortgage when the Servicer’s need therefor in connection with the servicing no longer exists or upon the occurrence of a Servicer Event of Default. (c) Notwithstanding anything to the contrary contained herein, the Issuer and the Servicer expressly acknowledge and agree that the Custodian has no duty to determine or monitor compliance by either such party under the Mortgage Loan Purchase and Servicing Agreement. Following the occurrence and during the continuance of any Servicer Event of Default, the Issuer or the Collateral Agent may terminate the Servicer’s right to make requests for the release of Mortgage Notes, Mortgages and Assignments of Mortgage and to give receipts therefor by written notice to the Custodian, with a copy to (i) the Servicer, (ii) the Collateral Agent, if such notice is given by the Issuer, and (iii) the Issuer, if such notice is given by the Collateral Agent. The Custodian shall not be obligated to verify the authenticity of any signature (original or facsimile) on any of the documents received and examined by it in connection with this Agreement, or the authority or capacity of any Person to execute or issue any such document. (d) The Custodian and the Issuer will enter into the Disbursement Account Agreement.

Custodian’s Duties. The With respect to each Credit File which is delivered to Custodian shall examine each Mortgage Notehereunder, Mortgage and Assignment of Mortgage received by Custodian will perform the Custodian hereunder in accordance with the Review Procedure and shall make the Certification specifically provided in Section 4. However, except as specifically provided in Section 4, the Custodian shall not be responsible for, and shall not certify as to, the value, form, substance, legality, validity, perfection, priority, recordability, genuineness, effectiveness or enforceability of any Mortgage Note, Mortgage and Assignment of Mortgage, or the collectability, insurability, effectiveness or suitability of any such Mortgage Loan.following duties: (a) While Upon receipt of each Credit File delivered by Servicer or Borrower pursuant to this Agreement, Custodian will (i) examine and inventory the Mortgage Loans contents of such file and issue receipt therefor confirming that all items are owned by the Issuercontained therein or noting any items that are missing or incomplete, and (ii) verify that all documents appear to be properly executed, dated and otherwise completed and any promissory notes are dated, executed, made in the amount corresponding to the Permitted Investment Checklist delivered by Servicer or Borrower to Custodian with such file and endorsed to iStar. Within two (2) Business Days of receipt of each Credit File and the applicable Permitted Investment Closing Checklist, Custodian will cause to be delivered or faxed to Lender, Borrower and Servicer a certification (a "Custodian's Certificate") in the form of Exhibit B attached hereto. (b) [Intentionally Omitted] (c) Within five (5) Business Days after receipt of substantially all of the items shown on the Permitted Investment Closing Checklist (which is anticipated to be not later than forty-five (45) days after the receipt of the matters listed in (a) above), Custodian shall give Lender, Borrower and Servicer written notice of any exception with respect to a Credit File in the form of the Custodian's Certificate or an Asset Schedule and Exception Report. (d) During the term that any Credit File is held by Custodian and after the initial receipt of documents under (a) and (c), if Custodian discovers any exceptions with respect to such Credit File, Custodian shall give Lender and Borrower written notice of such exception by submitting an Asset Schedule and Exception Report describing such exception no later than within ten (10) Business Days of such discovery. (e) Custodian shall hold all documents constituting each Credit File received by it as bailee for the exclusive use and benefit of Lender and (subject to the Lender's security interest interests) of the Collateral Agent, as the case may be, the Borrower under this Agreement. Custodian shall: (1) shall segregate on the books of the Custodian and maintain continuous custody and control of the Mortgage Notes, Mortgages and Assignments of Mortgage on behalf of and in trust for the Issuer subject to the security interest of the Collateral Agent and shall hold the Mortgage Notes, Mortgages and Assignments of Mortgage all documents constituting each Credit File in secure and fire-resistant facilities in accordance with customary standards for storagesuch custody, and the until otherwise notified pursuant to this Agreement. (f) Except as expressly permitted hereunder, Custodian shall have no liability for any loss maintain continuous custody of the Mortgage Notes, Mortgages and Assignments of Mortgage (A) unless the Permitted Investments held pursuant to this Custodial Agreement. Custodian shall fail maintain continuous custody of any securities (as defined in the UCC) in certificated form or any Obligor Notes held pursuant to perform its duties this Custodial Agreement and obligations under this Agreement all items constituting the Credit File in secure facilities within the State of Minnesota in accordance with customary standards for such custody and shall reflect in its records the interest of Lender therein. Each certificate or (B) except for document representing an Permitted Investment and any loss which is the result of the Custodian’s gross negligence, fraud, bad faith or willful misconduct; and (2) make available for review, inspection, examination or audit other document held pursuant to this Custodial Agreement designated from time to time by the Issuer, any Swap Counterparty or the Collateral Agent, or their designees, at any time during normal business hours of the Custodian, upon two (2) Business Days’ written notice, the Mortgage Notes, Mortgages and Assignments of Mortgage and accounts and records pertaining thereto and related storage Lender shall be maintained in fire-proof facilities, maintenance and release procedures and control and tracking mechanisms. (bg) So long With respect to the documents constituting an Permitted Investment held pursuant to this Custodial Agreement Custodian shall (i) act as no Servicer the bailee of, and the custodian for, Lender, (ii) hold all documents constituting such Permitted Investment or Credit File received by it for the use and benefit of Lender and Borrower in accordance with and subject to the terms of this Agreement, and (iii) make disposition thereof only in accordance with the terms of this Custodial Agreement; provided, however, if Lender has notified Custodian that an Event of Default with respect to Borrower has occurred and is continuing under the Credit Agreement, Lender may send other written instructions to Custodian (with a copy to Borrower) and, Borrower hereby authorizes and irrevocably directs Custodian to follow such instructions of Lender without further consent of and notwithstanding any contrary instructions or directions from Borrower. In the event of a conflict between the terms of this Custodial Agreement and such written instructions, Lender's written instructions shall control with respect to Custodian, but as between Lender and Borrower, the Credit Agreement shall govern and control (h) In the event that (i) any of Lender, Borrower or the Custodian shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Credit File or any document included within an Credit File or (ii) a third party shall institute any court proceeding by which any Credit File or a Responsible Officer document included within an Credit File shall be required to be delivered otherwise than in accordance with the provisions of this Custodial Agreement, the party receiving such service shall promptly deliver or cause to be delivered to the other parties to this Custodial Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian shall, to the extent permitted by law or by court order, continue to hold and maintain all the Credit Files that are the subject of such proceedings pending a final, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof. If so ordered by such court, upon final determination of such court, the Custodian shall dispose of such Credit File or any document included within such Credit File as directed by the Lender which shall give a direction consistent with such determination. Expenses of the Custodian has been given written notice, from time to time (and incurred as appropriate for the servicing a result of any of the Mortgage Loans (as determined such proceedings shall be borne by the Servicer)), the Custodian is authorized, after delivery to the Custodian of the Servicer’s Request for Release, to release to the Servicer the related Mortgage Note, Mortgage and Assignment of MortgageBorrower; provided, however, that if Lender, but not Borrower, is a party to such proceedings, then the expenses of Custodian shall only release Mortgage Notes, Mortgages and Assignments of Mortgage to the Servicer if a copy of the Request for Release is delivered to the Collateral Agent be borne by the Custodian promptly on receipt of the same and in any event prior to the release of the relevant Mortgage Note, Mortgage and Assignment of Mortgage (or if the Collateral Agent shall have notified the Custodian that all Obligations shall have been paid in full by the Issuer). All Mortgage Notes, Mortgages and Assignments of Mortgage so released temporarily to the Servicer shall be held by the Servicer in trust for the benefit of the Collateral Agent on behalf of the Issuer from time to time and shall be returned (x) within seven (7) Business Days from the date of release as set forth in such Request for Release or (y) immediately upon the occurrence of a Servicer Event of Default; it being understood that Mortgage Notes, Mortgages and Assignments of Mortgage released in connection with foreclosures need not be returned within such seven (7) Business Day period provided that the Servicer agrees in writing that it is holding such Mortgage Notes, Mortgages and Assignments of Mortgage as bailee for the Collateral Agent during the foreclosure period, such agreement to be sent to the Custodian with the Request for Release. As set forth in such Request for Release, the Servicer shall be strictly liable for such Mortgage Notes, Mortgages and Assignments of Mortgage and agrees to return them within the time period set forth in the applicable release. The Servicer shall in any case return to the Custodian the Mortgage Notes, Mortgages and Assignments of Mortgage when the Servicer’s need therefor in connection with the servicing no longer exists or upon the occurrence of a Servicer Event of DefaultLender. (c) Notwithstanding anything to the contrary contained herein, the Issuer and the Servicer expressly acknowledge and agree that the Custodian has no duty to determine or monitor compliance by either such party under the Mortgage Loan Purchase and Servicing Agreement. Following the occurrence and during the continuance of any Servicer Event of Default, the Issuer or the Collateral Agent may terminate the Servicer’s right to make requests for the release of Mortgage Notes, Mortgages and Assignments of Mortgage and to give receipts therefor by written notice to the Custodian, with a copy to (i) the Servicer, (ii) the Collateral Agent, if such notice is given by the Issuer, and (iii) the Issuer, if such notice is given by the Collateral Agent. The Custodian shall not be obligated to verify the authenticity of any signature (original or facsimile) on any of the documents received and examined by it in connection with this Agreement, or the authority or capacity of any Person to execute or issue any such document. (d) The Custodian and the Issuer will enter into the Disbursement Account Agreement.

Custodian’s Duties. The Custodian shall examine each Mortgage Note, Mortgage and Assignment of Mortgage received by the Custodian hereunder in accordance with the Review Procedure and shall make the Certification specifically provided in Section 4. However, except as specifically provided in Section 4, the Custodian shall not be responsible for, and shall not certify as to, the value, form, substance, legality, validity, perfection, priority, recordability, genuineness, effectiveness or enforceability of any Mortgage Note, Mortgage and Assignment of Mortgage, or the collectability, insurability, effectiveness or suitability of any such Mortgage Loan. (a) While the Mortgage Loans are owned by the Issuer, and subject to the security interest of the Collateral Agent, as the case may be, the Custodian shall: (1) segregate on the books of the Custodian and maintain continuous custody and control of the Mortgage Notes, Mortgages and Assignments of Mortgage Mortgages on behalf of and in trust for the Issuer subject to the security interest of the Collateral Agent and shall hold the Mortgage Notes, Mortgages and Assignments of Mortgage Mortgages in secure and fire-resistant facilities in accordance with customary standards for storage, and the Custodian shall have no liability for any loss of the Mortgage Notes, Mortgages and Assignments of Mortgage Mortgages (A) unless the Custodian shall fail to perform its duties and obligations under this Agreement in accordance with customary standards for such custody or (B) except for any loss which is the result of the Custodian’s gross negligence, fraud, bad faith or willful misconduct; and (2) make available for review, inspection, examination or audit by the Issuer, any Swap Counterparty Issuer or the Collateral Agent, or their designees, at any time during normal business hours of the Custodian, upon two (2) Business Days’ written notice, the Mortgage Notes, Mortgages and Assignments of Mortgage Mortgages and accounts and records pertaining thereto and related storage facilities, maintenance and release procedures and control and tracking mechanisms. (b) So long as no Servicer Event of Default has occurred and is continuing of which a Responsible Officer of the Custodian has been given written notice, from time to time (and as appropriate for the servicing of any of the Mortgage Loans (as determined by the Servicer)), the Custodian is authorized, after delivery to the Custodian of the Servicer’s Request for Release, to release to the Servicer the related Mortgage Note, Mortgage and Assignment of Mortgage; provided, however, that the Custodian shall only release Mortgage Notes, Mortgages and Assignments of Mortgage Mortgages to the Servicer if a copy of the Request for Release is delivered to the Collateral Agent by the Custodian promptly on receipt of the same and in any event prior to the release of the relevant Mortgage Note, Mortgage and Assignment of Mortgage (or if the Collateral Agent shall have notified the Custodian that all Obligations shall have been paid in full by the Issuer). All Mortgage Notes, Mortgages and Assignments of Mortgage Mortgages so released temporarily to the Servicer shall be held by the Servicer in trust for the benefit of the Collateral Agent on behalf of the Issuer from time to time and shall be returned (x) within seven (7) Business Days from the date of release as set forth in such Request for Release or (y) immediately upon the occurrence of a Servicer Event of Default; it being understood that Mortgage Notes, Mortgages and Assignments of Mortgage Mortgages released in connection with foreclosures need not be returned within such seven (7) Business Day period provided that the Servicer agrees in writing that it is holding such Mortgage Notes, Mortgages and Assignments of Mortgage Mortgages as bailee for the Collateral Agent during the foreclosure period, such agreement to be sent to the Custodian with the Request for Release. As set forth in such Request for Release, the Servicer shall be strictly liable for such Mortgage Notes, Mortgages and Assignments of Mortgage Mortgages and agrees to return them within the time period set forth in the applicable release. The Servicer shall in any case return to the Custodian the Mortgage Notes, Mortgages and Assignments of Mortgage Mortgages when the Servicer’s need therefor in connection with the servicing no longer exists or upon the occurrence of a Servicer Event of Default. (c) Notwithstanding anything to the contrary contained herein, the Issuer and the Servicer expressly acknowledge and agree that the Custodian has no duty to determine or monitor compliance by either such party under the Mortgage Loan Purchase and Servicing Agreement. Following the occurrence and during the continuance of any Servicer Event of Default, the The Issuer or the Collateral Agent may terminate the Servicer’s right to make requests for the release of Mortgage Notes, Mortgages and Assignments of Mortgage Mortgages and to give receipts therefor by written notice to the Custodian, with a copy to (i) the ServicerCompany, (ii) the Collateral Agent, if such notice is given by the Issuer, and (iii) the Issuer, if such notice is given by the Collateral Agent. The Custodian shall not be obligated to verify the authenticity of any signature (original or facsimile) on any of the documents received and examined by it in connection with this Agreement, or the authority or capacity of any Person to execute or issue any such document. (d) The Custodian and the Issuer will enter into the Disbursement Account Agreement.

Custodian’s Duties. The 6.01 Custodian's duties with respect to the Account are intended to be ministerial only, and Custodian shall examine each Mortgage Note, Mortgage and Assignment of Mortgage received by the Custodian hereunder in accordance with the Review Procedure and shall make the Certification specifically provided in Section 4. However, except as specifically provided in Section 4, the Custodian shall not be responsible formay rely upon, and shall not certify as tobe liable for the propriety, the value, form, substance, legality, validity, perfection, priority, recordability, genuineness, effectiveness or enforceability of any Mortgage Note, Mortgage and Assignment of Mortgageprudence, or correctness of, any instruction made by Principal in accordance with this Agreement. Custodian further agrees that it shall have no ownership interest in the collectabilityAccount or any assets or Securities or funds which comprise the Account, insurabilityor earnings received by it from any Securities or assets held in the Account, effectiveness nor does Custodian have any right of offset or suitability other means of exercising any ownership interest over the Account and Securities, except and only in its capacity as Custodian and a bailee for the benefit of the Principal. Custodian shall forward to Principal or Authorized Advisor, if applicable, all prospectuses, proxies, official reports, notices and other materials concerning discretionary management of assets which are received by Custodian as holder of such assets. Custodian shall not vote proxies, act on tender offers, or perform other discretionary acts not specifically authorized by this Agreement without specific instructions from Principal or Authorized Advisor and shall take whatever action necessary to ensure that Principal has the opportunity to exercise its voting rights as a shareholder. Custodian shall be entitled to request instructions from Principal concerning any matter involving the Account, and Principal agrees to promptly respond to any such Mortgage Loanrequest. (a) While the Mortgage Loans are owned 6.02 Custodian shall not assign, hypothecate, pledge, or otherwise dispose of Securities or other assets deposited by the IssuerPrincipal, and subject except pursuant to the security interest of the Collateral Agent, as the case may be, the instructions by Principal. 6.03 Custodian shall: (1) segregate on the books of the Custodian and maintain continuous custody and control of the Mortgage Notes, Mortgages and Assignments of Mortgage shall from time to time employ one or more sub-custodians on behalf of and Principal located in trust for the Issuer subject to the security interest United States, but only upon being so instructed by Principal's Board of the Collateral Agent and shall hold the Mortgage Notes, Mortgages and Assignments of Mortgage in secure and fire-resistant facilities in accordance with customary standards for storageDirectors, and provided that the Custodian shall have no more or less responsibility or liability for to Principal on account of any loss actions or omissions of the Mortgage Notes, Mortgages and Assignments of Mortgage (A) unless the Custodian shall fail any sub-custodian so employed than any such sub-custodian has to perform its duties and obligations under this Agreement in accordance with customary standards for such custody or (B) except for any loss which is the result of the Custodian’s gross negligence, fraud, bad faith or willful misconduct; and (2) make available for review, inspection, examination or audit by the Issuer, any Swap Counterparty or the Collateral Agent, or their designees, at any time during normal business hours of the Custodian, upon two (2) Business Days’ written notice, the Mortgage Notes, Mortgages and Assignments of Mortgage and accounts and records pertaining thereto and related storage facilities, maintenance and release procedures and control and tracking mechanisms. (b) So long 6.04 Upon receiving instruction from Principal's Board of Directors to do so, Custodian may employ as no Servicer Event of Default has occurred sub-custodian for Principal's foreign securities and is continuing of which a Responsible Officer of the Custodian has been given written noticeother investments, from time to time (foreign banking institutions and as appropriate for the servicing of any of the Mortgage Loans (as determined foreign securities depositories designated by the Servicer))Principal, the Custodian is authorized, after delivery to the Custodian of the Servicer’s Request for Release, to release to the Servicer the related Mortgage Note, Mortgage and Assignment of Mortgage; provided, however, that the Custodian shall only release Mortgage Notes, Mortgages and Assignments of Mortgage to the Servicer if a copy of the Request for Release is delivered to the Collateral Agent by the Custodian promptly on receipt of the same and in any event prior to the release of the relevant Mortgage Note, Mortgage and Assignment of Mortgage (or if the Collateral Agent shall have notified the Custodian that all Obligations shall have been paid in full by the Issuer). All Mortgage Notes, Mortgages and Assignments of Mortgage so released temporarily to the Servicer shall be held by the Servicer in trust for the benefit of the Collateral Agent on behalf of the Issuer from time to time and shall be returned (x) within seven (7) Business Days from the date of release as set forth in such Request for Release or (y) immediately upon the occurrence of a Servicer Event of Default; it being understood that Mortgage Notes, Mortgages and Assignments of Mortgage released in connection with foreclosures need not be returned within such seven (7) Business Day period provided that the Servicer agrees in writing Principal's Board of Directors determines that it is holding reasonable to rely on Custodian to employ such Mortgage Notessub-custodian and Custodian provides written reports notifying Principal's Board of Directors of the placement of the Account's Securities and similar investments and of any material change in the Account's arrangements. Custodian shall exercise reasonable care, Mortgages prudence, and Assignments of Mortgage diligence, such as bailee a person having responsibility for the Collateral Agent during the foreclosure period, such agreement to be sent to the Custodian with the Request for Release. As set forth in such Request for Release, the Servicer shall be strictly liable for such Mortgage Notes, Mortgages safekeeping of Principal's Securities and Assignments of Mortgage and agrees to return them within the time period set forth in the applicable release. The Servicer shall in any case return to the Custodian the Mortgage Notes, Mortgages and Assignments of Mortgage when the Servicer’s need therefor in connection with the servicing no longer exists or upon the occurrence of a Servicer Event of Default. (c) Notwithstanding anything to the contrary contained herein, the Issuer and the Servicer expressly acknowledge and agree that the Custodian has no duty to determine or monitor compliance by either such party under the Mortgage Loan Purchase and Servicing Agreement. Following the occurrence and during the continuance of any Servicer Event of Default, the Issuer or the Collateral Agent may terminate the Servicer’s right to make requests for the release of Mortgage Notes, Mortgages and Assignments of Mortgage and to give receipts therefor by written notice to the Custodian, with a copy to (i) the Servicer, (ii) the Collateral Agent, if such notice is given by the Issuer, and (iii) the Issuer, if such notice is given by the Collateral Agent. The Custodian shall not be obligated to verify the authenticity of any signature (original or facsimile) on any of the documents received and examined by it in connection with this Agreementsimilar investments would exercise, or the authority or capacity to adhere to a higher standard of any Person to execute or issue any care, in employing such documentforeign sub-custodian. (d) The Custodian and the Issuer will enter into the Disbursement Account Agreement.

Custodian’s Duties. The 6.01 Custodian's duties with respect to the Account are intended to be ministerial only, and Custodian shall examine each Mortgage Note, Mortgage and Assignment of Mortgage received by the Custodian hereunder in accordance with the Review Procedure and shall make the Certification specifically provided in Section 4. However, except as specifically provided in Section 4, the Custodian shall not be responsible formay rely upon, and shall not certify as tobe liable for the propriety, the value, form, substance, legality, validity, perfection, priority, recordability, genuineness, effectiveness or enforceability of any Mortgage Note, Mortgage and Assignment of Mortgageprudence, or correctness of, any instruction made by Principal in accordance with this Agreement. Custodian further agrees that it shall have no ownership interest in the collectabilityAccount or any assets or Securities or funds which comprise the Account, insurabilityor earnings received by it from any Securities or assets held in the Account, effectiveness nor does Custodian have any right of offset or suitability other means of exercising any ownership interest over the Account and Securities, except and only in its capacity as Custodian and a bailee for the benefit of the Principal. Custodian shall forward to Principal or Authorized Advisor, if applicable, all prospectuses, proxies, official reports, notices and other materials concerning discretionary management of assets which are received by Custodian as holder of such assets. Custodian shall not vote proxies, act on tender offers, or perform other discretionary acts not specifically authorized by this Agreement without specific instructions from Principal or Authorized Advisor and shall take whatever action necessary to ensure that Principal has the opportunity to exercise its voting rights as a shareholder. Custodian shall be entitled to request instructions from Principal concerning any matter involving the Account, and Principal agrees to promptly respond to any such Mortgage Loanrequest. (a) While the Mortgage Loans are owned 6.02 Custodian shall not assign, hypothecate, pledge, or otherwise dispose of Securities or other assets deposited by the IssuerPrincipal, and subject except pursuant to the security interest of the Collateral Agent, as the case may be, the instructions by Principal. 6.03 Custodian shall: (1) segregate on the books of the Custodian and maintain continuous custody and control of the Mortgage Notes, Mortgages and Assignments of Mortgage shall from time to time employ one or more sub- custodians on behalf of and Principal located in trust for the Issuer subject to the security interest United States, but only upon being so instructed by Principal's Board of the Collateral Agent and shall hold the Mortgage Notes, Mortgages and Assignments of Mortgage in secure and fire-resistant facilities in accordance with customary standards for storageDirectors, and provided that the Custodian shall have no more or less responsibility or liability for to Principal on account of any loss actions or omissions of the Mortgage Notes, Mortgages and Assignments of Mortgage (A) unless the Custodian shall fail any sub-custodian so employed than any such sub-custodian has to perform its duties and obligations under this Agreement in accordance with customary standards for such custody or (B) except for any loss which is the result of the Custodian’s gross negligence, fraud, bad faith or willful misconduct; and (2) make available for review, inspection, examination or audit by the Issuer, any Swap Counterparty or the Collateral Agent, or their designees, at any time during normal business hours of the Custodian, upon two (2) Business Days’ written notice, the Mortgage Notes, Mortgages and Assignments of Mortgage and accounts and records pertaining thereto and related storage facilities, maintenance and release procedures and control and tracking mechanisms. (b) So long 6.04 Upon receiving instruction from Principal's Board of Directors to do so, Custodian may employ as no Servicer Event of Default has occurred sub-custodian for Principal's foreign securities and is continuing of which a Responsible Officer of the Custodian has been given written noticeother investments, from time to time (foreign banking institutions and as appropriate for the servicing of any of the Mortgage Loans (as determined foreign securities depositories designated by the Servicer))Principal, the Custodian is authorized, after delivery to the Custodian of the Servicer’s Request for Release, to release to the Servicer the related Mortgage Note, Mortgage and Assignment of Mortgage; provided, however, that the Custodian shall only release Mortgage Notes, Mortgages and Assignments of Mortgage to the Servicer if a copy of the Request for Release is delivered to the Collateral Agent by the Custodian promptly on receipt of the same and in any event prior to the release of the relevant Mortgage Note, Mortgage and Assignment of Mortgage (or if the Collateral Agent shall have notified the Custodian that all Obligations shall have been paid in full by the Issuer). All Mortgage Notes, Mortgages and Assignments of Mortgage so released temporarily to the Servicer shall be held by the Servicer in trust for the benefit of the Collateral Agent on behalf of the Issuer from time to time and shall be returned (x) within seven (7) Business Days from the date of release as set forth in such Request for Release or (y) immediately upon the occurrence of a Servicer Event of Default; it being understood that Mortgage Notes, Mortgages and Assignments of Mortgage released in connection with foreclosures need not be returned within such seven (7) Business Day period provided that the Servicer agrees in writing Principal's Board of Directors determines that it is holding reasonable to rely on Custodian to employ such Mortgage Notessub-custodian and Custodian provides written reports notifying Principal's Board of Directors of the placement of the Account's Securities and similar investments and of any material change in the Account's arrangements. Custodian shall exercise reasonable care, Mortgages prudence, and Assignments of Mortgage diligence, such as bailee a person having responsibility for the Collateral Agent during the foreclosure period, such agreement to be sent to the Custodian with the Request for Release. As set forth in such Request for Release, the Servicer shall be strictly liable for such Mortgage Notes, Mortgages safekeeping of Principal's Securities and Assignments of Mortgage and agrees to return them within the time period set forth in the applicable release. The Servicer shall in any case return to the Custodian the Mortgage Notes, Mortgages and Assignments of Mortgage when the Servicer’s need therefor in connection with the servicing no longer exists or upon the occurrence of a Servicer Event of Default. (c) Notwithstanding anything to the contrary contained herein, the Issuer and the Servicer expressly acknowledge and agree that the Custodian has no duty to determine or monitor compliance by either such party under the Mortgage Loan Purchase and Servicing Agreement. Following the occurrence and during the continuance of any Servicer Event of Default, the Issuer or the Collateral Agent may terminate the Servicer’s right to make requests for the release of Mortgage Notes, Mortgages and Assignments of Mortgage and to give receipts therefor by written notice to the Custodian, with a copy to (i) the Servicer, (ii) the Collateral Agent, if such notice is given by the Issuer, and (iii) the Issuer, if such notice is given by the Collateral Agent. The Custodian shall not be obligated to verify the authenticity of any signature (original or facsimile) on any of the documents received and examined by it in connection with this Agreementsimilar investments would exercise, or the authority or capacity to adhere to a higher standard of any Person to execute or issue any care, in employing such documentforeign sub-custodian. (d) The Custodian and the Issuer will enter into the Disbursement Account Agreement.

Custodian’s Duties. The 6.01 Custodian's duties with respect to the Account are intended to be ministerial only, and Custodian shall examine each Mortgage Note, Mortgage and Assignment of Mortgage received by the Custodian hereunder in accordance with the Review Procedure and shall make the Certification specifically provided in Section 4. However, except as specifically provided in Section 4, the Custodian shall not be responsible formay rely upon, and shall not certify as tobe liable for the propriety, the value, form, substance, legality, validity, perfection, priority, recordability, genuineness, effectiveness or enforceability of any Mortgage Note, Mortgage and Assignment of Mortgageprudence, or correctness of, any instruction made by Principal in accordance with this Agreement. Custodian further agrees that it shall have no ownership interest in the collectabilityAccount or any assets or Securities or funds which comprise the Account, insurabilityor earnings received by it from any Securities or assets held in the Account, effectiveness nor does Custodian have any right of offset or suitability other means of exercising any ownership interest over the Account and Securities, except and only in its capacity as Custodian and a bailee for the benefit of the Principal. Custodian shall forward to Principal or Authorized Advisor, if applicable, all prospectuses, proxies, official reports, notices, and other materials concerning discretionary management of assets which are received by Custodian as holder of such assets. Custodian shall not vote proxies, act on tender offers, or perform other discretionary acts not specifically authorized by this Agreement without specific instructions from Principal or Authorized Advisor and shall take whatever action necessary to ensure that Principal has the opportunity to exercise its voting rights as a shareholder. Custodian shall be entitled to request instructions from Principal concerning any matter involving the Account, and Principal agrees to promptly respond to any such Mortgage Loanrequest. (a) While the Mortgage Loans are owned 6.02 Custodian shall not assign, hypothecate, pledge, or otherwise dispose of Securities or other assets deposited by the IssuerPrincipal, and subject except pursuant to the security interest of the Collateral Agent, as the case instructions by Principal. 6.03 Custodian may be, the Custodian shall: (1) segregate on the books of the Custodian and maintain continuous custody and control of the Mortgage Notes, Mortgages and Assignments of Mortgage from time to time employ one or more sub-custodians on behalf of and Principal located in trust for the Issuer subject to the security interest United States, but only upon being so instructed by Principal's Board of the Collateral Agent and shall hold the Mortgage Notes, Mortgages and Assignments of Mortgage in secure and fire-resistant facilities in accordance with customary standards for storageDirectors, and provided that the Custodian shall have no more or less responsibility or liability for to Principal on account of any loss actions or omissions of any sub-custodian so employed than any such sub-custodian has to the Custodian. Attached hereto as Exhibit "C" is a list of the Mortgage Notes, Mortgages and Assignments of Mortgage (A) unless the sub-custodians currently engaged by Custodian shall fail to perform its duties and obligations under this Agreement in accordance with customary standards for such custody or (B) except for any loss which is the result of the Custodian’s gross negligence, fraud, bad faith or willful misconduct; and (2) make available for review, inspection, examination or audit by the Issuer, any Swap Counterparty or the Collateral Agent, or their designees, at any time during normal business hours of the Custodian, upon two (2) Business Days’ written notice, the Mortgage Notes, Mortgages and Assignments of Mortgage and accounts and records pertaining thereto and related storage facilities, maintenance and release procedures and control and tracking mechanisms. (b) So long as no Servicer Event of Default has occurred and is continuing of which a Responsible Officer of the Custodian has been given written notice, from time to time (and as appropriate for the servicing of any of the Mortgage Loans (as determined by the Servicer)), the Custodian is authorized, after delivery to the Custodian of the Servicer’s Request for Release, to release to the Servicer the related Mortgage Note, Mortgage and Assignment of Mortgage; provided, however, that the Custodian shall only release Mortgage Notes, Mortgages and Assignments of Mortgage to the Servicer if a copy of the Request for Release is delivered to the Collateral Agent by the Custodian promptly on receipt of the same and in any event prior to the release of the relevant Mortgage Note, Mortgage and Assignment of Mortgage (or if the Collateral Agent shall have notified the Custodian that all Obligations shall have been paid in full by the Issuer). All Mortgage Notes, Mortgages and Assignments of Mortgage so released temporarily to the Servicer shall be held by the Servicer in trust for the benefit of the Collateral Agent on behalf of Principal. Custodian shall update Exhibit "C" upon any change to the Issuer sub-custodians engaged on behalf of Principal. 6.04 Upon receiving instruction from time Principal's Board of Directors to time do so, Custodian may employ as sub-custodian for Principal's foreign securities and shall be returned (x) within seven (7) Business Days from the date of release as set forth in such Request for Release or (y) immediately upon the occurrence of a Servicer Event of Default; it being understood that Mortgage Notesother investments, Mortgages foreign banking institutions and Assignments of Mortgage released in connection with foreclosures need not be returned within such seven (7) Business Day period foreign securities depositories designated by Principal, provided that the Servicer agrees in writing Principal's Board of Directors determines that it is holding reasonable to rely on Custodian to employ such Mortgage Notessub-custodian and Custodian provides written reports notifying Principal's Board of Directors of the placement of the Account's Securities and similar investments and of any material change in the Account's arrangements. Custodian shall exercise reasonable care, Mortgages prudence, and Assignments of Mortgage diligence, such as bailee a person having responsibility for the Collateral Agent during the foreclosure period, such agreement to be sent to the Custodian with the Request for Release. As set forth in such Request for Release, the Servicer shall be strictly liable for such Mortgage Notes, Mortgages safekeeping of Principal's Securities and Assignments of Mortgage and agrees to return them within the time period set forth in the applicable release. The Servicer shall in any case return to the Custodian the Mortgage Notes, Mortgages and Assignments of Mortgage when the Servicer’s need therefor in connection with the servicing no longer exists or upon the occurrence of a Servicer Event of Default. (c) Notwithstanding anything to the contrary contained herein, the Issuer and the Servicer expressly acknowledge and agree that the Custodian has no duty to determine or monitor compliance by either such party under the Mortgage Loan Purchase and Servicing Agreement. Following the occurrence and during the continuance of any Servicer Event of Default, the Issuer or the Collateral Agent may terminate the Servicer’s right to make requests for the release of Mortgage Notes, Mortgages and Assignments of Mortgage and to give receipts therefor by written notice to the Custodian, with a copy to (i) the Servicer, (ii) the Collateral Agent, if such notice is given by the Issuer, and (iii) the Issuer, if such notice is given by the Collateral Agent. The Custodian shall not be obligated to verify the authenticity of any signature (original or facsimile) on any of the documents received and examined by it in connection with this Agreementsimilar investments would exercise, or the authority or capacity to adhere to a higher standard of any Person to execute or issue any care, in employing such documentforeign sub-custodian. (d) The Custodian and the Issuer will enter into the Disbursement Account Agreement.