Common use of Custody Account Clause in Contracts

Custody Account. (a) The Trustee shall establish and maintain for the benefit of the Certificateholders the Custody Account as a segregated non-interest bearing trust account. The Custody Account shall constitute a trust account of the Trust segregated on the books of the Designated Depository Institution and held by the Designated Depository Institution in trust, and such account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Designated Depository Institution, the Trustee, the Master Servicer, any Sub-Servicer (whether made directly, or indirectly through a liquidator or receiver of the Designated Depository Institution, the Trustee, any Master Servicer, or any Sub-Servicer). The Custody Account shall be an outside reserve fund of the REMIC and shall not constitute a part of the REMIC. The Trustee shall be the legal owner of the portion of the funds held in the Custody Account for the benefit of the Certificateholders and for all Federal income tax purposes, shall be the owner of the Custody Account. For all Federal tax purposes, amounts, if any, transferred by the REMIC to the Custody Account shall be treated as amounts distributed by the REMIC to the Master Servicer. (b) Within one Business Day after receipt, the Master Servicer shall withdraw or shall cause to be withdrawn from each Protected Account and shall immediately deposit or cause to be deposited in the Custody Account all amounts in the Protected Account not otherwise invested in Permitted Investments pursuant to Section 3.04 and exceeding the lesser of $75,000 or the FDIC insurance limit (other than with respect to principal of or interest on the Mortgage Loans due on or before the Cut-off Date). (c) Withdrawals may be made from the Custody Account only to make remittances as provided in Section 3.04 or 3.08(d); to reimburse the Master Servicer or any Sub-Servicer for advances of principal and interest which have been recovered by subsequent collection from the related Mortgagor; to remove amounts deposited in error; to remove fees, charges or other such amounts deposited on a temporary basis; or to clear and terminate the account at the termination of this Agreement in accordance with Section 10.01. (d) Funds in the Custody Account may be invested at the direction of the Master Servicer (such direction to be confirmed promptly in writing) in Permitted Investments held in trust for the benefit of the Certificateholders and in the absence of such directions, funds in the Custody Account shall be invested in Permitted Investments described in clause (xi) of the definition thereof. Such Permitted Investments must mature, or be subject to redemption or withdrawal, no later than the date on which such funds are required to be withdrawn for deposit in the Certificate Account pursuant to Section 3.04(b) and shall be held in such account until required for such deposit. The income earned from Permitted Investments made pursuant to this Section 3.08 shall be paid to the Master Servicer as additional compensation for its obligations under this Agreement, and the risk of loss of moneys required to be distributed to the Certificateholders resulting from such investments shall be borne by and be the risk of the Master Servicer. The amount of any such loss shall be deposited by the Master Servicer in the Custody Account within two Business Days of receipt of notification of such loss but not later than the Business Day prior to the Distribution Date on which the moneys so invested are required to be distributed to the Certificateholders.

Custody Account. (a) The Trustee shall establish At the Closing, the Remaining Shares will be placed in a custody account (“Custody Account”) and maintain for will, during the benefit of the Certificateholders the Custody Account as a segregated non-interest bearing trust account. The Custody Account shall constitute a trust account of the Trust segregated on the books of the Designated Depository Institution and held by the Designated Depository Institution in trustExercise Period, and such account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of to a custody agreement in substantially the Designated Depository Institution, form attached hereto as Annex A (the Trustee, the Master Servicer, any Sub-Servicer (whether made directly, or indirectly through a liquidator or receiver of the Designated Depository Institution, the Trustee, any Master Servicer, or any Sub-Servicer“Custody Agreement”). The Custody Account shall be an outside reserve fund of Purchaser may, subject to its compliance with Section 3(b), exercise the REMIC Option and shall not constitute a part of cause the REMIC. The Trustee shall be the legal owner of the portion of the funds held in the Custody Account for the benefit of the Certificateholders and for all Federal income tax purposes, shall be the owner of the Custody Account. For all Federal tax purposes, amounts, if any, transferred by the REMIC to the Custody Account shall be treated as amounts distributed by the REMIC to the Master Servicer. (b) Within one Business Day after receipt, the Master Servicer shall withdraw or shall cause Remaining Shares to be withdrawn from each Protected Account and shall immediately deposit or cause to be deposited in the Custody Account all amounts in the Protected Account not otherwise invested in Permitted Investments pursuant to Section 3.04 and exceeding the lesser of $75,000 or the FDIC insurance limit (other than with respect to principal of or interest on the Mortgage Loans due on or before the Cut-off Date). (c) Withdrawals may be made released from the Custody Account only to make remittances as provided in Section 3.04 or 3.08(d); to reimburse the Master Servicer one or any Sub-Servicer for advances number of principal blocks, at any one or more times throughout the Exercise Period, as Purchaser may choose in its sole discretion. During the Exercise Period, (i) any and interest which have been recovered by subsequent collection from the related Mortgagor; to remove amounts deposited all dividends or distributions (in error; to remove feescash or in kind) declared, charges paid or other such amounts deposited payable on a temporary basis; or to clear and terminate the account at the termination of this Agreement in accordance with Section 10.01. (d) Funds in the Custody Account may be invested at the direction of the Master Servicer (such direction to be confirmed promptly in writing) in Permitted Investments any Remaining Shares held in trust for the benefit of the Certificateholders and in the absence of such directions, funds in the Custody Account shall be invested in paid or distributed to Seller, (ii) the Remaining Shares may not be sold to any party other than Purchaser or a Permitted Investments described in clause Transferee, provided that (xix) of the definition thereof. Such such Permitted Investments must mature, or Transferee shall agree to be subject to redemption or withdrawal, no later than the date on which such funds are required to be withdrawn for deposit in terms of this Agreement and the Certificate Account pursuant to Section 3.04(b) Custody Agreement and shall be held in such account until required for such deposit. The income earned from Permitted Investments made pursuant to this Section 3.08 shall be paid deliver to the Master Servicer as additional compensation for its obligations under this Company a written acknowledgment in form and substance reasonably satisfactory to the Company to that effect and (y) the Remaining Shares transferred to a Permitted Transferee shall remain subject to the Custody Agreement, and (iii) only Seller or a Permitted Transferee, as applicable, shall have the risk of loss of moneys required right to be distributed to exercise the Certificateholders resulting from such investments voting rights associated with the Remaining Shares, it being understood that Seller and Permitted Transferee, as applicable, shall be borne by maintain and be not transfer full discretion over the risk voting of the Master Servicer. The amount of any such loss shall be deposited by Remaining Shares or the Master Servicer manner in the Custody Account within two Business Days of receipt of notification of such loss but not later than the Business Day prior to the Distribution Date on which the moneys so invested Remaining Shares are required to be distributed to voted. Notwithstanding the Certificateholdersforegoing, Seller or a Permitted Transferee, as applicable, may within its absolute discretion, execute and deliver any proxy solicited by management or any other person except for an irrevocable proxy in connection with any vote or solicitation of consents from the Company’s stockholders.

Custody Account. (a) The Trustee shall establish At the Closing, the Remaining Shares will be placed in a custody account (“Custody Account”) and maintain for will, during the benefit of the Certificateholders the Custody Account as a segregated non-interest bearing trust account. The Custody Account shall constitute a trust account of the Trust segregated on the books of the Designated Depository Institution and held by the Designated Depository Institution in trustExercise Period, and such account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of to a custody agreement in substantially the Designated Depository Institution, form attached hereto as Annex A (the Trustee, the Master Servicer, any Sub-Servicer (whether made directly, or indirectly through a liquidator or receiver of the Designated Depository Institution, the Trustee, any Master Servicer, or any Sub-Servicer“Custody Agreement”). The Custody Account shall be an outside reserve fund of Purchaser may, subject to its compliance with Section 3(b), exercise the REMIC Option and shall not constitute a part of cause the REMIC. The Trustee shall be the legal owner of the portion of the funds held in the Custody Account for the benefit of the Certificateholders and for all Federal income tax purposes, shall be the owner of the Custody Account. For all Federal tax purposes, amounts, if any, transferred by the REMIC to the Custody Account shall be treated as amounts distributed by the REMIC to the Master Servicer. (b) Within one Business Day after receipt, the Master Servicer shall withdraw or shall cause Remaining Shares to be withdrawn from each Protected Account and shall immediately deposit or cause to be deposited in the Custody Account all amounts in the Protected Account not otherwise invested in Permitted Investments pursuant to Section 3.04 and exceeding the lesser of $75,000 or the FDIC insurance limit (other than with respect to principal of or interest on the Mortgage Loans due on or before the Cut-off Date). (c) Withdrawals may be made released from the Custody Account only to make remittances as provided in Section 3.04 or 3.08(d); to reimburse the Master Servicer one or any Sub-Servicer for advances number of principal blocks, at any one or more times throughout the Exercise Period, as Purchaser may choose in its sole discretion. During the Exercise Period, (i) any and interest which have been recovered by subsequent collection from the related Mortgagor; to remove amounts deposited all dividends or distributions (in error; to remove feescash or in kind) declared, charges paid or other such amounts deposited payable on a temporary basis; or to clear and terminate the account at the termination of this Agreement in accordance with Section 10.01. (d) Funds in the Custody Account may be invested at the direction of the Master Servicer (such direction to be confirmed promptly in writing) in Permitted Investments any Remaining Shares held in trust for the benefit of the Certificateholders and in the absence of such directions, funds in the Custody Account shall be invested in paid or distributed to Seller, (ii) the Remaining Shares may not be sold to any party other than Purchaser or a Permitted Investments described in clause Transferee, providedthat (xix) of the definition thereof. Such such Permitted Investments must mature, or Transferee shall agree to be subject to redemption or withdrawal, no later than the date on which such funds are required to be withdrawn for deposit in terms of this Agreement and the Certificate Account pursuant to Section 3.04(b) Custody Agreement and shall be held in such account until required for such deposit. The income earned from Permitted Investments made pursuant to this Section 3.08 shall be paid deliver to the Master Servicer as additional compensation for its obligations under this Company a written acknowledgment in form and substance reasonably satisfactory to the Company to that effect and (y) the Remaining Shares transferred to a Permitted Transferee shall remain subject to the Custody Agreement, and (iii) only Seller or a Permitted Transferee, as applicable, shall have the risk of loss of moneys required right to be distributed to exercise the Certificateholders resulting from such investments voting rights associated with the Remaining Shares, it being understood that Seller and Permitted Transferee, as applicable, shall be borne by maintain and be not transfer full discretion over the risk voting of the Master Servicer. The amount of any such loss shall be deposited by Remaining Shares or the Master Servicer manner in the Custody Account within two Business Days of receipt of notification of such loss but not later than the Business Day prior to the Distribution Date on which the moneys so invested Remaining Shares are required to be distributed to voted. Notwithstanding the Certificateholdersforegoing, Seller or a Permitted Transferee, as applicable, may within its absolute discretion, execute and deliver any proxy solicited by management or any other person except for an irrevocable proxy in connection with any vote or solicitation of consents from the Company’s stockholders.

Custody Account. (a) The Trustee shall Custodian agrees to establish and maintain one or more custody account(s) on its books in the name of the Client (collectively, the “Account”) for, and will segregate on its books and records, any and all Property consisting of Securities from time to time received and accepted by the Custodian or any of its Sub-custodians for the benefit Client hereunder. Such initial account(s) shall be listed on Exhibit A attached hereto, which list shall be updated and distributed to the Client from time to time. Any and all Property consisting of Cash from time to time received and accepted by the Certificateholders Custodian or any of its Sub-custodians for the Custody Account as a segregated non-interest bearing trust account. The Custody Account shall constitute a trust account of the Trust segregated Client hereunder shall be credited to the Account on the books of the Designated Depository Institution Custodian. The Client acknowledges its responsibility as a principal for all of its obligations to the Custodian arising under or in connection with this Agreement, notwithstanding that it may be acting on behalf of other persons, and held warrants its authority to deposit, in the Account, any Property received therefor by the Designated Depository Institution in trustCustodian or its Sub-custodians and to give, and such account and authorize others to give, instructions relative thereto pursuant to the funds deposited therein terms of this Agreement. The Client further agrees that the Custodian shall not be subject to, nor shall its rights and obligations under this Agreement or with respect to the Account be affected by, any agreement between the Client and any other person to which the Custodian is not a party. The Custodian shall hold, on behalf of the Client, all Property in the Account and, to the extent such Property constitutes financial assets for purposes of the UCC, shall maintain those financial assets as security entitlements in favor of the Client. Except as may otherwise be provided herein in respect of Securities issued outside the United States and collections of income in a currency other than United States dollars, all transactions involving the Property shall be protected fromexecuted or settled solely in accordance with Instructions (as that term is defined in Section 9), except that until the Custodian receives Instructions to the contrary, the Custodian will: (a) receive all claimsinterest and dividends and all other income and payments, lienswhether paid in Cash or in kind, on the Property, as the same are paid by the related payor, and encumbrances credit the same to the Account; (b) present for payment all Securities held in the Account which are called, redeemed or retired or otherwise become payable and all coupons and other income items which call for payment upon presentation to the extent that the Custodian has received written notice of such call, redemption, retirement or other payment event and credit the Cash received to the Account; (i) exchange Securities where the exchange is purely ministerial and no exercise of discretion is required (including, without limitation, the exchange of temporary securities for those in definitive form and the exchange of warrants, or other documents of entitlement to securities, for the Securities themselves); and (ii) when notification of a tender or exchange offer (other than ministerial exchanges described in (i) above) is received for the Account, forward such notification to the Client (or its designee), provided, however, that if such Instructions in respect hereof are not received from Client (or its designee) in time for the Custodian to take timely action, no action shall be taken with respect thereto; (d) execute in the Client’s name for the Account, whenever the Custodian deems it appropriate, such ownership and other certificates as may be required to obtain the payment of income from the Property; (e) appoint brokers and agents for any creditors or depositors of the Designated Depository Institutionministerial transactions involving the Securities described in (a) - (d) above, the Trusteeincluding without limitation, the Master Servicer, any Sub-Servicer (whether made directly, or indirectly through a liquidator or receiver affiliates of the Designated Depository Institution, the Trustee, any Master Servicer, Custodian or any Sub-Servicer). The Custody Account shall be an outside reserve fund of custodian; and (f) unless otherwise instructed by the REMIC and shall not constitute a part of the REMIC. The Trustee shall be the legal owner of the portion of the funds held Client, distribute or invest Cash received in the Custody Account for the benefit of the Certificateholders and for all Federal income tax purposes, shall be the owner of the Custody Account. For all Federal tax purposes, amounts, if any, transferred by the REMIC to the Custody Account shall be treated as amounts distributed by the REMIC to the Master Servicer. (b) Within one Business Day after receipt, the Master Servicer shall withdraw or shall cause to be withdrawn from each Protected Account and shall immediately deposit or cause to be deposited in the Custody Account all amounts in the Protected Account not otherwise invested in Permitted Investments pursuant to Section 3.04 and exceeding the lesser of $75,000 or the FDIC insurance limit (other than with respect to principal of or interest on the Mortgage Loans due on or before the Cut-off Date). (c) Withdrawals may be made from the Custody Account only to make remittances as provided in Section 3.04 or 3.08(d); to reimburse the Master Servicer or any Sub-Servicer for advances of principal and interest which have been recovered by subsequent collection from the related Mortgagor; to remove amounts deposited in error; to remove fees, charges or other such amounts deposited on a temporary basis; or to clear and terminate the account at the termination of this Agreement in accordance with Section 10.01. (d) Funds in the Custody Account may be invested at the direction of the Master Servicer (such direction to be confirmed promptly in writing) in Permitted Investments held in trust for the benefit of the Certificateholders standing instructions attached hereto as Exhibit B-1 and in the absence of such directions, funds in the Custody Account shall be invested in Permitted Investments described in clause (xi) of the definition thereof. Such Permitted Investments must mature, or be subject to redemption or withdrawal, Exhibit B-2 no later than the date on which such funds are required to be withdrawn for deposit in the Certificate Account pursuant to Section 3.04(b) and shall be held in such account until required for such deposit. The income earned from Permitted Investments made pursuant to this Section 3.08 shall be paid to the Master Servicer as additional compensation for its obligations under this Agreement, and the risk of loss of moneys required to be distributed to the Certificateholders resulting from such investments shall be borne by and be the risk of the Master Servicer. The amount of any such loss shall be deposited by the Master Servicer in the Custody Account within two Business Days of receipt of notification of such loss but not later than the Business Day prior on which such Cash (including proceeds from the sale of Securities) is received, or, to the Distribution Date extent that such Cash is received after the cut-off time for the selected investment, on which the moneys so invested are required to be distributed to the Certificateholdersfollowing Business Day.

Custody Account. (a) The Trustee shall establish and maintain for the benefit of the Certificateholders the Custody Account as a segregated non-interest bearing trust accountaccount in the corporate trust department of a Designated Depository Institution. The Custody Account shall constitute a trust account of the Trust Fund segregated on the books of the Designated Depository Institution and held by the Designated Depository Institution in trust, and such account Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Designated Depository Institution, the Trustee, the Master Servicer, any Sub-Servicer (whether made directly, or indirectly through a liquidator or receiver of the Designated Depository Institution, the Trustee, any Master Servicer, or any Sub-Servicer). With respect to the Custody Account maintained with the Trustee and the funds deposited therein, the Trustee shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), if applicable, or any applicable comparable state statute applicable to state chartered banking corporations. The Custody Account shall be an outside reserve fund of the REMIC Trust and shall not constitute a part of the REMICREMIC Trust. The Trustee shall be the legal owner of the portion of the funds Funds held in the Custody Account for the benefit of the Certificateholders and for all Federal income tax purposes, shall be the owner of the Custody Account. For all Federal tax purposes, amounts, if any, transferred by the REMIC Trust to the Custody Account shall be treated as amounts distributed by the REMIC Trust to the Master ServicerHeadlands. (b) Within one Business Day after receipt, the Master Servicer shall withdraw or shall cause to be withdrawn from each Protected Account and shall immediately deposit or cause to be deposited in the Custody Account all amounts in the Protected Account not otherwise invested in Permitted Investments pursuant to Section 3.04 and exceeding the lesser of $75,000 or the FDIC insurance limit (other than with respect to principal of or interest on the Mortgage Loans due on or before the Cut-off Date). (c) Withdrawals may be made from the Custody Account only to make remittances as provided in Section 3.04 or 3.08(d); to reimburse the Master Servicer or any Sub-Servicer for advances of principal and interest which have been recovered by subsequent collection from the related Mortgagor; to remove amounts deposited in error; to remove fees, charges or other such amounts deposited on a temporary basis; or to clear and terminate the account at the termination of this Agreement in accordance with Section 10.01. (d) Funds in the Custody Account may be invested at the direction of the Master Servicer (such direction to be confirmed promptly in writing) in Permitted Investments held in trust for the benefit of the Certificateholders and in the absence of such directions, funds in the Custody Account shall be invested in Permitted Investments described in clause (xi) of the definition thereof. Such Permitted Investments must mature, or be subject to redemption or withdrawal, no later than the date on which such funds are required to be withdrawn for deposit in the Certificate Account pursuant to Section 3.04(b) and shall be held in such account until required for such deposit. The income earned from Permitted Investments made pursuant to this Section 3.08 shall be paid to the Master Servicer as additional compensation for its obligations under this Agreement, and the risk of loss of moneys required to be distributed to the Certificateholders resulting from such investments shall be borne by and be the risk of the Master Servicer. The amount of any such loss shall be deposited by the Master Servicer in the Custody Account within two Business Days of receipt of notification of such loss but not later than the Business Day prior to the Distribution Date on which the moneys so invested are required to be distributed to the Certificateholders.

Custody Account. (a) The Trustee shall Forum agrees to establish and maintain for one or more custody accounts on its books each in the benefit of the Certificateholders the Custody Account as a segregated non-interest bearing trust account. The Custody Account shall constitute a trust account name of the Trust segregated on behalf of a Portfolio (each, an "Account") for any and all Property from time to time received and accepted by Forum or any Subcustodian for the books account of such Portfolio. Upon delivery by the Trust to Forum of any acceptable Property belonging to a Portfolio, the Trust shall, by Instructions, specifically indicate in which Portfolio such Property belongs or if such Property belongs to more than one Portfolio, shall allocate such Property to the appropriate Portfolios, and Forum shall allocate such Property to the Accounts in accordance with the Instructions. The Trust, on behalf of each Portfolio, acknowledges: (i) its responsibility as a principal for all of its obligations to Forum arising under or in connection with this Agreement, notwithstanding, that it may be acting on behalf of other persons; and (ii) warrants its authority to deposit in the appropriate Account any Property received therefor by Forum or a Subcustodian and to give, and authorize others to give, instructions relative thereto. Forum may deliver securities of the Designated Depository Institution and held by the Designated Depository Institution same class in trust, and such account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances place of any creditors or depositors of the Designated Depository Institution, the Trustee, the Master Servicer, any Sub-Servicer (whether made directly, or indirectly through a liquidator or receiver of the Designated Depository Institution, the Trustee, any Master Servicer, or any Sub-Servicer). The Custody Account shall be an outside reserve fund of the REMIC and shall not constitute a part of the REMIC. The Trustee shall be the legal owner of the portion of the funds held in the Custody Account for the benefit of the Certificateholders and for all Federal income tax purposes, shall be the owner of the Custody Account. For all Federal tax purposes, amounts, if any, transferred by the REMIC to the Custody Account shall be treated as amounts distributed by the REMIC to the Master Servicer. (b) Within one Business Day after receipt, the Master Servicer shall withdraw or shall cause to be withdrawn from each Protected Account and shall immediately deposit or cause to be those deposited in the Custody Account. Forum shall hold, keep safe and protect as custodian for each Account all amounts Property in such Account and, to the extent such Property constitutes "financial assets" as defined in the Protected UCC, shall maintain those financial assets in such Account as security entitlements in favor of the Portfolio in whose name the Account is maintained. All transactions, including, but not otherwise invested in Permitted Investments pursuant to Section 3.04 and exceeding limited to, foreign exchange transactions, involving the lesser of $75,000 Property shall be executed or the FDIC insurance limit (other than with respect to principal of or interest on the Mortgage Loans due on or before the Cut-off Date). (c) Withdrawals may be made from the Custody Account only to make remittances as provided in Section 3.04 or 3.08(d); to reimburse the Master Servicer or any Sub-Servicer for advances of principal and interest which have been recovered by subsequent collection from the related Mortgagor; to remove amounts deposited in error; to remove fees, charges or other such amounts deposited on a temporary basis; or to clear and terminate the account at the termination of this Agreement settled solely in accordance with Section 10.01.Instructions (which shall specifically reference the Account for which such transaction is being settled), except that until Forum receives Instructions to the contrary, Forum will: (dA) Funds in the Custody Account may be invested at the direction of the Master Servicer (such direction to be confirmed promptly in writing) in Permitted Investments held in trust for the benefit of the Certificateholders and in the absence of such directionsCOLLECT ALL INTEREST AND DIVIDENDS AND ALL OTHER INCOME AND PAYMENTS, funds in the Custody Account shall be invested in Permitted Investments described in clause (xi) of the definition thereof. Such Permitted Investments must matureWHETHER PAID IN CASH OR IN KIND, or be subject to redemption or withdrawalON THE PROPERTY, no later than the date on which such funds are required to be withdrawn for deposit in the Certificate Account pursuant to Section 3.04(b) and shall be held in such account until required for such deposit. The income earned from Permitted Investments made pursuant to this Section 3.08 shall be paid to the Master Servicer as additional compensation for its obligations under this Agreement, and the risk of loss of moneys required to be distributed to the Certificateholders resulting from such investments shall be borne by and be the risk of the Master Servicer. The amount of any such loss shall be deposited by the Master Servicer in the Custody Account within two Business Days of receipt of notification of such loss but not later than the Business Day prior to the Distribution Date on which the moneys so invested are required to be distributed to the Certificateholders.AS THE SAME BECOME PAYABLE AND CREDIT THE SAME TO THE APPROPRIATE ACCOUNT;

Custody Account. (a) The Trustee shall establish and maintain for the benefit of the Certificateholders the NAMC Custody Account and the PHH Custody Account as a segregated non-interest bearing trust accountaccounts in the corporate trust department of either a Designated Depository Institution (the unsecured and uncollateralized long-term debt obligations of which shall be rated "A2" or better by Moody's) or the Trustee. All funds with respect to the NAMC Mortgagx Xxxxx shall be deposited in the NAMC Custody Account, and all funds with respect to the PHH Mortgage Loans shall be deposited in the PHH Custody Account. The NAMC Custody Account and the PHH Custody Account shall constitute a trust account of the Trust Fund segregated on the books of the Designated Depository Institution or the Trustee, as applicable, and held by the Designated Depository Institution or the Trustee, as applicable in trust, and such account Accounts and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Designated Depository Institution, the Trustee, the each Master Servicer, any Sub-Servicer or the Seller (whether made directly, or indirectly through a liquidator or receiver of the Designated Depository Institution, the Trustee, any Master Servicer, or any Sub-ServicerServicer or the Seller). The With respect to each Custody Account maintained with the Trustee and the funds deposited therein, the Trustee shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), if applicable, or any applicable comparable state statute applicable to state chartered banking corporations. Each Custody Account shall be an outside reserve fund of the REMIC II and shall not constitute a part of the REMICREMIC II (or REMIC I). The Trustee shall be the legal owner of the portion of the funds Funds held in the Custody Account for the benefit of the Certificateholders and for all Federal income tax purposes, NAMC shall be the owner of the NAMC Custody Account and PHH shall be the owner of the PHH Custody Account. For all Federal tax purposes, amounts, if any, transferred by the REMIC II to the NAMC Custody Account shall be treated as amounts distributed by the REMIC II to NAMC, and amounts, if any transferred by REMIC II to the Master Servicer. (b) Within one Business Day after receipt, the Master Servicer shall withdraw or shall cause to be withdrawn from each Protected Account and shall immediately deposit or cause to be deposited in the Custody Account all amounts in the Protected Account not otherwise invested in Permitted Investments pursuant to Section 3.04 and exceeding the lesser of $75,000 or the FDIC insurance limit (other than with respect to principal of or interest on the Mortgage Loans due on or before the Cut-off Date). (c) Withdrawals may be made from the Custody Account only to make remittances as provided in Section 3.04 or 3.08(d); to reimburse the Master Servicer or any Sub-Servicer for advances of principal and interest which have been recovered by subsequent collection from the related Mortgagor; to remove amounts deposited in error; to remove fees, charges or other such amounts deposited on a temporary basis; or to clear and terminate the account at the termination of this Agreement in accordance with Section 10.01. (d) Funds in the Custody Account may be invested at the direction of the Master Servicer (such direction to be confirmed promptly in writing) in Permitted Investments held in trust for the benefit of the Certificateholders and in the absence of such directions, funds in the PHH Custody Account shall be invested in Permitted Investments described in clause (xi) of the definition thereof. Such Permitted Investments must mature, or be subject treated as amounts distributed by REMIC II to redemption or withdrawal, no later than the date on which such funds are required to be withdrawn for deposit in the Certificate Account pursuant to Section 3.04(b) and shall be held in such account until required for such deposit. The income earned from Permitted Investments made pursuant to this Section 3.08 shall be paid to the Master Servicer as additional compensation for its obligations under this Agreement, and the risk of loss of moneys required to be distributed to the Certificateholders resulting from such investments shall be borne by and be the risk of the Master Servicer. The amount of any such loss shall be deposited by the Master Servicer in the Custody Account within two Business Days of receipt of notification of such loss but not later than the Business Day prior to the Distribution Date on which the moneys so invested are required to be distributed to the CertificateholdersPHH.

Custody Account. (a) The Trustee Master Servicer shall establish and maintain for the benefit of the Certificateholders the Custody Account as a segregated non-interest interest-bearing trust accountaccount in the corporate trust department of either a Designated Depository Institution or the Master Servicer. The Custody Account shall constitute a trust account of the Trust be segregated on the books of the Designated Depository Institution or the Master Servicer, as applicable, and held by the Designated Depository Institution or the Master Servicer, as applicable, in trust, and such account Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Designated Depository Institution, the Certificate Trustee, the Master Servicer, any Sub-Servicer or the Seller (whether made directly, or indirectly through a liquidator or receiver of the Designated Depository Institution, the Certificate Trustee, any the Master Servicer, or any Sub-ServicerServicer or the Seller). The Custody Account shall be an outside reserve fund of the REMIC and shall not constitute a part of the REMIC. The Trustee shall be the legal owner of the portion of the funds held in If the Custody Account for is maintained with the benefit Certificate Trustee, the Certificate Trustee shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the -45- 51 estate of the Certificateholders and for all Federal income tax purposes, shall be the owner of the Custody Account. For all Federal tax purposes, amountsCertificate Trustee) as provided by 12 U.S.C. Section 92a(e), if anyapplicable, transferred by the REMIC or any applicable comparable state statute applicable to the Custody Account shall be treated as amounts distributed by the REMIC to the Master Servicerstate chartered banking corporations. (b) Within one two Business Day Days after receipt, the Master each Sub-Servicer shall withdraw or shall cause to be withdrawn from each Protected Account and shall immediately deposit or cause to be deposited in the applicable Custody Account all amounts in the Protected Account not otherwise invested in Permitted Investments pursuant to Section 3.04 4.01 and exceeding the lesser of $75,000 100,000 or the FDIC or the NCUSIF insurance limit (other than with respect to principal of or interest on the Mortgage Loans due on or before the Cut-off Date). (c) Withdrawals may be made from the Custody Account only to make remittances as provided in Section 3.04 Sections 4.01(b) or 3.08(d4.04(d); to reimburse the Master Servicer or any Sub-Servicer for advances of principal and interest which have been recovered by subsequent collection from the related Mortgagor; to remove amounts deposited in error; to remove fees, charges or other such amounts deposited on a temporary basis; or to clear and terminate the account at the termination of this Agreement in accordance with Section 10.01. (d) Funds in the a Custody Account may be invested at the written direction of the Master applicable Sub-Servicer (such direction to be confirmed promptly in writing) in Permitted Investments held in trust for the benefit of the Certificateholders and and, in the absence of such directions, funds in the a Custody Account shall be invested in Permitted Investments described in clause (xiiii) or clause (viii) of the definition thereof. Such Permitted Investments must mature, or be subject to redemption or withdrawal, no later than the date on which such funds are required to be withdrawn for deposit in the Certificate Master Servicer Collection Account pursuant to Section 3.04(b4.01(b) and shall be held in such account Account until required for such deposit. The income earned from Permitted Investments made pursuant to this Section 3.08 4.04 shall be paid to the Master applicable Sub-Servicer as additional compensation for its obligations under this the applicable Sub-Servicing Agreement, and the risk of loss of moneys required to be distributed to the Certificateholders resulting from such investments shall be borne by and be the risk of the Master related Sub-Servicer. The amount of any such loss shall be deposited by the Master related Sub-Servicer in the applicable Custody Account within two Business Days of receipt of notification of such loss but not later than the second Business Day prior to the Distribution Date on which the moneys so invested are required to be distributed to the Certificateholders.

Custody Account. (a) The Trustee shall establish and maintain --------------- for the benefit of the Certificateholders the Custody Account as a segregated non-interest bearing trust accountaccount in the corporate trust department of a Designated Depository Institution. The Custody Account shall constitute a trust account of the Trust Fund segregated on the books of the Designated Depository Institution and held by the Designated Depository Institution in trust, and such account Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Designated Depository Institution, the Trustee, the Master Servicer, any Sub-Servicer (whether made directly, or indirectly through a liquidator or receiver of the Designated Depository Institution, the Trustee, any Master Servicer, or any Sub-Servicer). With respect to the Custody Account maintained with the Trustee and the funds deposited therein, the Trustee shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. Section 92a(e), if applicable, or any applicable comparable state statute applicable to state chartered banking corporations. The Custody Account shall be an outside reserve fund of the REMIC II and shall not constitute a part of the REMICREMIC II (or REMIC I). The Trustee shall be the legal owner of the portion of the funds Funds held in the Custody Account for the benefit of the Certificateholders and for all Federal income tax purposes, ICI Funding shall be the owner of the Custody Account. For all Federal tax purposes, amounts, if any, transferred by the REMIC II to the Custody Account shall be treated as amounts distributed by the REMIC II to the Master ServicerICI Funding. (b) Within one Business Day after receipt, the Master Servicer shall withdraw or shall cause to be withdrawn from each Protected Account and shall immediately deposit or cause to be deposited in the Custody Account all amounts in the Protected Account not otherwise invested in Permitted Investments pursuant to Section 3.04 and exceeding the lesser of $75,000 or the FDIC insurance limit (other than with respect to principal of or interest on the Mortgage Loans due on or before the Cut-off Date). (c) Withdrawals may be made from the Custody Account only to make remittances as provided in Section 3.04 or 3.08(d); to reimburse the Master Servicer or any Sub-Servicer for advances of principal and interest which have been recovered by subsequent collection from the related Mortgagor; to remove amounts deposited in error; to remove fees, charges or other such amounts deposited on a temporary basis; or to clear and terminate the account at the termination of this Agreement in accordance with Section 10.01. (d) Funds in the Custody Account may be invested at the direction of the Master Servicer (such direction to be confirmed promptly in writing) in Permitted Investments held in trust for the benefit of the Certificateholders and in the absence of such directions, funds in the Custody Account shall be invested in Permitted Investments described in clause (xi) of the definition thereof. Such Permitted Investments must mature, or be subject to redemption or withdrawal, no later than the date on which such funds are required to be withdrawn for deposit in the Certificate Account pursuant to Section 3.04(b) and shall be held in such account until required for such deposit. The income earned from Permitted Investments made pursuant to this Section 3.08 shall be paid to the Master Servicer as additional compensation for its obligations under this Agreement, and the risk of loss of moneys required to be distributed to the Certificateholders resulting from such investments shall be borne by and be the risk of the Master Servicer. The amount of any such loss shall be deposited by the Master Servicer in the Custody Account within two Business Days of receipt of notification of such loss but not later than the Business Day prior to the Distribution Date on which the moneys so invested are required to be distributed to the Certificateholders.

Custody Account. (a) The Trustee shall establish and maintain for the benefit of the Certificateholders the Custody Account as a segregated non-interest bearing trust accountaccount in the corporate trust department of a Designated Depository Institution. The Custody Account shall constitute a trust account of the Trust Fund segregated on the books of the Designated Depository Institution and held by the Designated Depository Institution in trust, and such account Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Designated Depository Institution, the Trustee, the Master Servicer, any Sub-Servicer (whether made directly, or indirectly through a liquidator or receiver of the Designated Depository Institution, the Trustee, any Master Servicer, or any Sub-Servicer). With respect to the Custody Account maintained with the Trustee and the funds deposited therein, the Trustee shall take such action as may be necessary to ensure that the Certificate- holders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. Section 92a(e), if applicable, or any applicable comparable state statute applicable to state chartered banking corporations. The Custody Account shall be an outside reserve fund of the REMIC II and shall not constitute a part of the REMICREMIC II (or REMIC I). The Trustee shall be the legal owner of the portion of the funds Funds held in the Custody Account for the benefit of the Certificateholders and for all Federal income tax purposes, ICI Funding shall be the owner of the Custody Account. For all Federal tax purposes, amounts, if any, transferred by the REMIC II to the Custody Account shall be treated as amounts distributed by the REMIC II to the Master ServicerICI Funding. (b) Within one Business Day after receipt, the Master Servicer shall withdraw or shall cause to be withdrawn from each Protected Account and shall immediately deposit or cause to be deposited in the Custody Account all amounts in the Protected Account not otherwise invested in Permitted Investments pursuant to Section 3.04 and exceeding the lesser of $75,000 or the FDIC insurance limit (other than with respect to principal of or interest on the Mortgage Loans due on or before the Cut-off Date). (c) Withdrawals may be made from the Custody Account only to make remittances as provided in Section 3.04 or 3.08(d); to reimburse the Master Servicer or any Sub-Servicer for advances of principal and interest which have been recovered by subsequent collection from the related Mortgagor; to remove amounts deposited in error; to remove fees, charges or other such amounts deposited on a temporary basis; or to clear and terminate the account at the termination of this Agreement in accordance with Section 10.01. (d) Funds in the Custody Account may be invested at the direction of the Master Servicer (such direction to be confirmed promptly in writing) in Permitted Investments held in trust for the benefit of the Certificateholders and in the absence of such directions, funds in the Custody Account shall be invested in Permitted Investments described in clause (xi) of the definition thereof. Such Permitted Investments must mature, or be subject to redemption or withdrawal, no later than the date on which such funds are required to be withdrawn for deposit in the Certificate Account pursuant to Section 3.04(b) and shall be held in such account until required for such deposit. The income earned from Permitted Investments made pursuant to this Section 3.08 shall be paid to the Master Servicer as additional compensation for its obligations under this Agreement, and the risk of loss of moneys required to be distributed to the Certificateholders resulting from such investments shall be borne by and be the risk of the Master Servicer. The amount of any such loss shall be deposited by the Master Servicer in the Custody Account within two Business Days of receipt of notification of such loss but not later than the Business Day prior to the Distribution Date on which the moneys so invested are required to be distributed to the Certificateholders.

Custody Account. (a) The Trustee shall Bank agrees to establish and maintain one or --------------- more separate custody accounts each in the name of the Custodian, on behalf of the Fund for each Portfolio (individually, an "Account" and collectively, the "Accounts") for any and all Property from time to time delivered to and accepted by the Bank or any of its Subcustodians for the benefit account of such Portfolio. Upon delivery by the Fund or the Custodian to the Bank of any Property belonging to a Portfolio, the Fund or the Custodian, as the case may be, shall specifically indicate which Portfolio such Property belongs or if such Property belongs to more than one Portfolio shall allocate such Property to the appropriate Portfolio(s) all in accordance with Instructions (as defined in Section 13). The Custodian and the Fund, on behalf of the Certificateholders the Custody Account Portfolios, each acknowledge its responsibility as a segregated non-interest bearing trust accountprincipal for all of its obligations to the Bank arising under or in connection with this Agreement, notwithstanding in the case of the Custodian, that it may be acting on behalf of other persons and warrants its authority to deposit in the Accounts any Property delivered therefor to the Bank or its Subcustodian and to give, and authorize others to give, instructions relative thereto. The Custody Account shall constitute a trust account Bank may deliver securities of the Trust segregated same class in place of those deposited in or credited to the Account. The Fund, on the books behalf of the Designated Depository Institution and held by the Designated Depository Institution in trustPortfolios, and such account and the funds deposited therein Custodian agree that the Bank shall not be subject to, nor shall its rights and obligations under this Agreement or with respect to the Accounts be affected by, any agreement between the Fund or the Custodian and any other person, except as otherwise provided herein. The Bank shall hold, keep safe and protect as global subcustodian for each Account, on behalf of the Fund, all Property in such Account and, to the extent such Property constitutes financial assets for purposes of the New York UCC, shall maintain those financial assets in such Account as security entitlements in favor of the Portfolio in whose name the Account is maintained. All transactions, including, but not limited to, foreign exchange transactions, involving the Property shall be protected fromexecuted or settled solely in accordance with Instructions (as defined in Section 13), all claimsexcept that until the Bank, liensor its Subcustodian, and encumbrances of any creditors or depositors of receives Instructions to the Designated Depository Institutioncontrary, the Trustee, the Master Servicer, any Sub-Servicer (whether made directly, Bank will directly or indirectly through a liquidator Subcustodian: (a) collect all interest and dividends and all other income and payments, whether paid in cash or receiver of in kind, on the Designated Depository InstitutionProperty, as the Trustee, any Master Servicer, or any Sub-Servicer). The Custody Account shall be an outside reserve fund of same become payable and credit the REMIC and shall not constitute a part of the REMIC. The Trustee shall be the legal owner of the portion of the funds held in the Custody Account for the benefit of the Certificateholders and for all Federal income tax purposes, shall be the owner of the Custody Account. For all Federal tax purposes, amounts, if any, transferred by the REMIC same to the Custody Account shall be treated as amounts distributed by the REMIC to the Master Servicer.appropriate Account; (b) Within one Business Day after receiptpresent for payment all Securities credited to the Account which are called, redeemed or retired or otherwise become payable and all coupons and other income items which call for payment upon presentation to the Master Servicer shall withdraw extent that the Bank or shall cause its Subcustodian is actually aware of such opportunities and credit the cash received to be withdrawn from each Protected such Account and shall immediately deposit or cause to be deposited in the Custody Account all amounts in the Protected Account not otherwise invested in Permitted Investments pursuant to Section 3.04 and exceeding the lesser of $75,000 or the FDIC insurance limit (other than with respect to principal of or interest on the Mortgage Loans due on or before the Cut-off Date).this Agreement; (c) Withdrawals may be made from exchange Securities where the Custody Account only to make remittances as provided exchange is purely ministerial (including, without limitation, the exchange of temporary securities for those in Section 3.04 or 3.08(d); to reimburse definitive form and the Master Servicer or any Sub-Servicer for advances exchange of principal and interest which have been recovered by subsequent collection from the related Mortgagor; to remove amounts deposited in error; to remove feeswarrants, charges or other such amounts deposited on a temporary basis; or documents of entitlement to clear and terminate securities, for the account at the termination of this Agreement in accordance with Section 10.01.Securities themselves); (d) Funds whenever notification of a rights entitlement or a fractional interest resulting from a rights issue, stock dividend or stock split is received for the Account and such rights entitlement or fractional interest bears an expiration date, endeavor to receive Instructions, provided that if such Instructions are not received in time for the Bank to take timely action, sell in the Custody Account may be invested at the direction discretion of the Master Servicer Bank, or its Subcustodian (such direction to be confirmed promptly in writing) in Permitted Investments held in trust for which sale the benefit Fund, on behalf of the Certificateholders and in the absence of such directions, funds in the Custody Account shall be invested in Permitted Investments described in clause (xi) of the definition thereof. Such Permitted Investments must mature, or be subject to redemption or withdrawal, no later than the date on which such funds are required to be withdrawn for deposit in the Certificate Account pursuant to Section 3.04(b) and shall be held in such account until required for such deposit. The income earned from Permitted Investments made pursuant to this Section 3.08 shall be paid to the Master Servicer as additional compensation for its obligations under this AgreementPortfolios, and the risk Custodian hereby authorize the Bank to make), such rights entitlement or fractional interest and credit the Account with the net proceeds of loss of moneys such sale; (e) execute in the Custodian's or Fund's name for an Account, whenever the Bank, or its Subcustodian, deems it appropriate, such ownership and other certificates as may be required to be distributed obtain the payment of income from Property; (f) pay for each Account, any and all taxes and levies in the nature of taxes imposed on income on the Property by any governmental authority. In the event there is insufficient Cash available in such Account to pay such taxes and levies, the Certificateholders resulting from such investments Bank, or its Subcustodian, shall be borne by and be notify the risk Custodian of the Master Serviceramount of the shortfall and the Custodian may, or may cause the Fund to, at its option, deposit additional Cash in such Account or take steps to have sufficient Cash available. The amount Custodian and the Fund, on behalf of the Portfolios agree, when and if requested by the Bank and required in connection with the payment of any such loss shall be deposited by taxes to cooperate with the Master Servicer Bank, or its Subcustodian, in furnishing information, executing documents or otherwise; and (g) appoint brokers and agents for any transaction involving the Custody Account within two Business Days Securities, including, without limitation, affiliates of receipt of notification of such loss but not later than the Business Day prior to the Distribution Date on which the moneys so invested are required to be distributed to the CertificateholdersBank or any Subcustodian.

Custody Account. (a) The Trustee shall establish and maintain for the benefit of the Certificateholders the Custody Account as a segregated non-interest bearing trust accountaccount in the corporate trust department of a Designated Depository Institution. The Custody Account shall constitute a trust account of the Trust Fund segregated on the books of the Designated Depository Institution and held by the Designated Depository Institution in trust, and such account Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Designated Depository Institution, the Trustee, the Master Servicer, any Sub-Servicer (whether made directly, or indirectly through a liquidator or receiver of the Designated Depository Institution, the Trustee, any Master Servicer, or any Sub-Servicer). With respect to the Custody Account maintained with the Trustee and the funds deposited therein, the Trustee shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss.ss. 92a(e), if applicable, or xxx applicable comparable state statute applicable to state chartered banking corporations. The Custody Account shall be an outside reserve fund of the REMIC II and shall not constitute a part of the REMICREMIC II (or REMIC I). The Trustee shall be the legal owner of the portion of the funds Funds held in the Custody Account for the benefit of the Certificateholders and for all Federal federal income tax purposes, [ ] shall be the owner of the Custody Account. For all Federal federal tax purposes, amounts, if any, transferred by the REMIC II to the Custody Account shall be treated as amounts distributed by the REMIC II to the Master Servicer[ ]. (b) Within one Business Day after receipt, the Master Servicer shall withdraw or shall cause to be withdrawn from each Protected Account and shall immediately deposit or cause to be deposited in the Custody Account all amounts in the Protected Account not otherwise invested in Permitted Investments pursuant to Section 3.04 and exceeding the lesser of $75,000 or the FDIC insurance limit (other than with respect to principal of or interest on the Mortgage Loans due on or before the Cut-off Date). (c) Withdrawals may be made from the Custody Account only to make remittances as provided in Section 3.04 or 3.08(d); to reimburse the Master Servicer or any Sub-Servicer for advances of principal and interest which have been recovered by subsequent collection from the related Mortgagor; to remove amounts deposited in error; to remove fees, charges or other such amounts deposited on a temporary basis; or to clear and terminate the account at the termination of this Agreement in accordance with Section 10.01. (d) Funds in the Custody Account may be invested at the direction of the Master Servicer (such direction to be confirmed promptly in writing) in Permitted Investments held in trust for the benefit of the Certificateholders and in the absence of such directions, funds in the Custody Account shall be invested in Permitted Investments described in clause (xi) of the definition thereof. Such Permitted Investments must mature, or be subject to redemption or withdrawal, no later than the date on which such funds are required to be withdrawn for deposit in the Certificate Account pursuant to Section 3.04(b) and shall be held in such account until required for such deposit. The income earned from Permitted Investments made pursuant to this Section 3.08 shall be paid to the Master Servicer as additional compensation for its obligations under this Agreement, and the risk of loss of moneys required to be distributed to the Certificateholders resulting from such investments shall be borne by and be the risk of the Master Servicer. The amount of any such loss shall be deposited by the Master Servicer in the Custody Account within two Business Days of receipt of notification of such loss but not later than the Business Day prior to the Distribution Date on which the moneys so invested are required to be distributed to the Certificateholders.

Custody Account. (a) The Trustee shall establish and maintain for the benefit of the Certificateholders the NAMC Custody Account and the PHH Custody Account as a segregated non-interest bearing trust accountaccounts in the corporate trust department of either a Designated Depository Institution (the unsecured and uncollateralized long-term debt obligations of which shall be rated "A2" or better by Moody's) or the Trustee. All funds with respect to the NAMC Morxxxxx Xoans shall be deposited in the NAMC Custody Account, and all funds with respect to the PHH Mortgage Loans shall be deposited in the PHH Custody Account. The NAMC Custody Account and the PHH Custody Account shall constitute a trust account of the Trust Fund segregated on the books of the Designated Depository Institution or the Trustee, as applicable, and held by the Designated Depository Institution or the Trustee, as applicable in trust, and such account Accounts and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Designated Depository Institution, the Trustee, the each Master Servicer, any Sub-Servicer or the Seller (whether made directly, or indirectly through a liquidator or receiver of the Designated Depository Institution, the Trustee, any Master Servicer, or any Sub-ServicerServicer or the Seller). The With respect to each Custody Account maintained with the Trustee and the funds deposited therein, the Trustee shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), if applicable, or any applicable comparable state statute applicable to state chartered banking corporations. Each Custody Account shall be an outside reserve fund of the REMIC II and shall not constitute a part of the REMICREMIC II (or REMIC I). The Trustee shall be the legal owner of the portion of the funds Funds held in the Custody Account for the benefit of the Certificateholders and for all Federal income tax purposes, NAMC shall be the owner of the NAMC Custody Account and PHH shall be the owner of the PHH Custody Account. For all Federal tax purposes, amounts, if any, transferred by the REMIC II to the NAMC Custody Account shall be treated as amounts distributed by the REMIC II to NAMC, and amounts, if any transferred by REMIC II to the Master Servicer. (b) Within one Business Day after receipt, the Master Servicer shall withdraw or shall cause to be withdrawn from each Protected Account and shall immediately deposit or cause to be deposited in the Custody Account all amounts in the Protected Account not otherwise invested in Permitted Investments pursuant to Section 3.04 and exceeding the lesser of $75,000 or the FDIC insurance limit (other than with respect to principal of or interest on the Mortgage Loans due on or before the Cut-off Date). (c) Withdrawals may be made from the Custody Account only to make remittances as provided in Section 3.04 or 3.08(d); to reimburse the Master Servicer or any Sub-Servicer for advances of principal and interest which have been recovered by subsequent collection from the related Mortgagor; to remove amounts deposited in error; to remove fees, charges or other such amounts deposited on a temporary basis; or to clear and terminate the account at the termination of this Agreement in accordance with Section 10.01. (d) Funds in the Custody Account may be invested at the direction of the Master Servicer (such direction to be confirmed promptly in writing) in Permitted Investments held in trust for the benefit of the Certificateholders and in the absence of such directions, funds in the PHH Custody Account shall be invested in Permitted Investments described in clause (xi) of the definition thereof. Such Permitted Investments must mature, or be subject treated as amounts distributed by REMIC II to redemption or withdrawal, no later than the date on which such funds are required to be withdrawn for deposit in the Certificate Account pursuant to Section 3.04(b) and shall be held in such account until required for such deposit. The income earned from Permitted Investments made pursuant to this Section 3.08 shall be paid to the Master Servicer as additional compensation for its obligations under this Agreement, and the risk of loss of moneys required to be distributed to the Certificateholders resulting from such investments shall be borne by and be the risk of the Master Servicer. The amount of any such loss shall be deposited by the Master Servicer in the Custody Account within two Business Days of receipt of notification of such loss but not later than the Business Day prior to the Distribution Date on which the moneys so invested are required to be distributed to the CertificateholdersPHH.

Custody Account. (a) The Trustee shall Bank agrees to establish and maintain one or --------------- more separate custody accounts each in the name of the Custodian, on behalf of the Fund for each Portfolio (individually, an "Account" and collectively, the "Accounts") for any and all Property from time to time delivered to and accepted by the Bank or any of its Subcustodians for the benefit account of such Portfolio. Upon delivery by the Fund or the Custodian to the Bank of any Property belonging to a Portfolio, the Fund or the Custodian, as the case may be, shall specifically indicate which Portfolio such Property belongs or if such Property belongs to more than one Portfolio shall allocate such Property to the appropriate Portfolio(s) all in accordance with Instructions (as defined in Section 13). The Custodian and the Fund, on behalf of the Certificateholders the Custody Account Portfolios, each acknowledge its responsibility as a segregated non-interest bearing trust accountprincipal for all of its obligations to the Bank arising under or in connection with this Agreement, notwithstanding in the case of the Custodian, that it may be acting on behalf of other persons and warrants its authority to deposit in the Accounts any Property delivered therefor to the Bank or its Subcustodian and to give, and authorize others to give, instructions relative thereto. The Custody Account shall constitute a trust account Bank may deliver securities of the Trust segregated same class in place of those deposited in or credited to the Account. The Fund, on the books behalf of the Designated Depository Institution and held by the Designated Depository Institution in trustPortfolios, and such account and the funds deposited therein Custodian agree that the Bank shall not be subject to, nor shall its rights and obligations under this Agreement or with respect to the Accounts be affected by, any agreement between the Fund or the Custodian and any other person, except as otherwise provided herein. The Bank shall hold, keep safe and protect as global subcustodian for each Account, on behalf of the Fund, all Property in such Account and, to the extent such Property constitutes financial assets for purposes of the New York UCC, shall maintain those financial assets in such Account as security entitlements in favor of the Portfolio in whose name the Account is maintained. All transactions, including, but not limited to, foreign exchange transactions, involving the Property shall be protected fromexecuted or settled solely in accordance with Instructions (as defined in Section 13), all claimsexcept that until the Bank, liensor its Subcustodian, and encumbrances of any creditors or depositors of receives Instructions to the Designated Depository Institutioncontrary, the Trustee, the Master Servicer, any Sub-Servicer (whether made directly, Bank will directly or indirectly through a liquidator Subcustodian: (a) collect all interest and dividends and all other income and payments, whether paid in cash or receiver of in kind, on the Designated Depository InstitutionProperty, as the Trustee, any Master Servicer, or any Sub-Servicer). The Custody Account shall be an outside reserve fund of same become payable and credit the REMIC and shall not constitute a part of the REMIC. The Trustee shall be the legal owner of the portion of the funds held in the Custody Account for the benefit of the Certificateholders and for all Federal income tax purposes, shall be the owner of the Custody Account. For all Federal tax purposes, amounts, if any, transferred by the REMIC same to the Custody Account shall be treated as amounts distributed by the REMIC to the Master Servicer.appropriate Account; (b) Within one Business Day after receiptpresent for payment all Securities credited to the Account which are called, redeemed or retired or otherwise become payable and all coupons and other income items which call for payment upon presentation to the Master Servicer shall withdraw extent that the Bank or shall cause its Subcustodian is actually aware of such opportunities and credit the cash received to be withdrawn from each Protected such Account and shall immediately deposit or cause to be deposited in the Custody Account all amounts in the Protected Account not otherwise invested in Permitted Investments pursuant to Section 3.04 and exceeding the lesser of $75,000 or the FDIC insurance limit (other than with respect to principal of or interest on the Mortgage Loans due on or before the Cut-off Date).this Agreement; (c) Withdrawals may be made from Securities where the Custody Account only to make remittances as provided exchange is purely ministerial (including, without limitation, the exchange of temporary securities for those in Section 3.04 or 3.08(d); to reimburse definitive form and the Master Servicer or any Sub-Servicer for advances exchange of principal and interest which have been recovered by subsequent collection from the related Mortgagor; to remove amounts deposited in error; to remove feeswarrants, charges or other such amounts deposited on a temporary basis; or documents of entitlement to clear and terminate securities, for the account at the termination of this Agreement in accordance with Section 10.01.Securities themselves); (d) Funds whenever notification of a rights entitlement or a fractional interest resulting from a rights issue, stock dividend or stock split is received for the Account and such rights entitlement or fractional interest bears an expiration date, endeavor to receive Instructions, provided that if such Instructions are not received in time for the Bank to take timely action, sell in the Custody Account may be invested at the direction discretion of the Master Servicer Bank, or its Subcustodian (such direction to be confirmed promptly in writing) in Permitted Investments held in trust for which sale the benefit Fund, on behalf of the Certificateholders and in the absence of such directions, funds in the Custody Account shall be invested in Permitted Investments described in clause (xi) of the definition thereof. Such Permitted Investments must mature, or be subject to redemption or withdrawal, no later than the date on which such funds are required to be withdrawn for deposit in the Certificate Account pursuant to Section 3.04(b) and shall be held in such account until required for such deposit. The income earned from Permitted Investments made pursuant to this Section 3.08 shall be paid to the Master Servicer as additional compensation for its obligations under this AgreementPortfolios, and the risk Custodian hereby authorize the Bank to make), such rights entitlement or fractional interest and credit the Account with the net proceeds of loss of moneys such sale; (e) execute in the Custodian's or Fund's name for an Account, whenever the Bank, or its Subcustodian, deems it appropriate, such ownership and other certificates as may be required to be distributed obtain the payment of income from Property; (f) pay for each Account, any and all taxes and levies in the nature of taxes imposed on income on the Property by any governmental authority. In the event there is insufficient Cash available in such Account to pay such taxes and levies, the Certificateholders resulting from such investments Bank, or its Subcustodian, shall be borne by and be notify the risk Custodian of the Master Serviceramount of the shortfall and the Custodian may, or may cause the Fund to, at its option, deposit additional Cash in such Account or take steps to have sufficient Cash available. The amount Custodian and the Fund, on behalf of the Portfolios agree, when and if requested by the Bank and required in connection with the payment of any such loss shall be deposited by taxes to cooperate with the Master Servicer Bank, or its Subcustodian, in furnishing information, executing documents or otherwise; and (g) appoint brokers and agents for any transaction involving the Custody Account within two Business Days Securities, including, without limitation, affiliates of receipt of notification of such loss but not later than the Business Day prior to the Distribution Date on which the moneys so invested are required to be distributed to the CertificateholdersBank or any Subcustodian.

Custody Account. (a) The Trustee shall establish and maintain for the benefit of the Certificateholders the Custody Account as a segregated non-interest bearing trust accountaccount in the corporate trust department of a Designated Depository Institution. The Custody Account shall constitute a trust account of the Trust Fund segregated on the books of the Designated Depository Institution and held by the Designated Depository Institution in trust, and such account Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Designated Depository Institution, the Trustee, the Master Servicer, any Sub-Servicer (whether made directly, or indirectly through a liquidator or receiver of the Designated Depository Institution, the Trustee, any Master Servicer, or any Sub-Servicer). With respect to the Custody Account maintained with the Trustee and the funds deposited therein, the Trustee shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. xx.xx. 92a(e), if applicable, or any applicable comparable state statute applicable to state chartered banking corporations. The Custody Account shall be an outside reserve fund of the REMIC II and shall not constitute a part of the REMICREMIC II (or REMIC I). The Trustee shall be the legal owner of the portion of the funds Funds held in the Custody Account for the benefit of the Certificateholders and for all Federal federal income tax purposes, [ ] shall be the owner of the Custody Account. For all Federal federal tax purposes, amounts, if any, transferred by the REMIC II to the Custody Account shall be treated as amounts distributed by the REMIC II to the Master Servicer[ ]. (b) Within one Business Day after receipt, the Master Servicer shall withdraw or shall cause to be withdrawn from each Protected Account and shall immediately deposit or cause to be deposited in the Custody Account all amounts in the Protected Account not otherwise invested in Permitted Investments pursuant to Section 3.04 and exceeding the lesser of $75,000 or the FDIC insurance limit (other than with respect to principal of or interest on the Mortgage Loans due on or before the Cut-off Date). (c) Withdrawals may be made from the Custody Account only to make remittances as provided in Section 3.04 or 3.08(d); to reimburse the Master Servicer or any Sub-Servicer for advances of principal and interest which have been recovered by subsequent collection from the related Mortgagor; to remove amounts deposited in error; to remove fees, charges or other such amounts deposited on a temporary basis; or to clear and terminate the account at the termination of this Agreement in accordance with Section 10.01. (d) Funds in the Custody Account may be invested at the direction of the Master Servicer (such direction to be confirmed promptly in writing) in Permitted Investments held in trust for the benefit of the Certificateholders and in the absence of such directions, funds in the Custody Account shall be invested in Permitted Investments described in clause (xi) of the definition thereof. Such Permitted Investments must mature, or be subject to redemption or withdrawal, no later than the date on which such funds are required to be withdrawn for deposit in the Certificate Account pursuant to Section 3.04(b) and shall be held in such account until required for such deposit. The income earned from Permitted Investments made pursuant to this Section 3.08 shall be paid to the Master Servicer as additional compensation for its obligations under this Agreement, and the risk of loss of moneys required to be distributed to the Certificateholders resulting from such investments shall be borne by and be the risk of the Master Servicer. The amount of any such loss shall be deposited by the Master Servicer in the Custody Account within two Business Days of receipt of notification of such loss but not later than the Business Day prior to the Distribution Date on which the moneys so invested are required to be distributed to the Certificateholders.