Common use of Delivery of Mortgage Files Clause in Contracts

Delivery of Mortgage Files. The Depositor shall deliver or cause to be delivered to the Custodian, on a date mutually agreed upon among the parties hereto, a Mortgage Loan Schedule and, to the extent made available to the Depositor, the following documents for each Mortgage Loan listed on such Mortgage Loan Schedule, to be held by the Custodian for the benefit of the Trustee: (a) With respect to any Mortgage Loan that is not a Co-op Loan: (i) The original Mortgage Note, bearing all intervening endorsements, endorsed, “Pay to the order of , without recourse” and signed in the name of the applicable Originator, by an authorized officer or, in the case of a Mortgage Loan serviced by FRB, if the original Mortgage Note has been lost or destroyed, a copy of the note together with a lost note affidavit. In the event that the Mortgage Loan was acquired by the Originator in a merger, the endorsement must be by the applicable Originator, as “[APM/BCM/BEN/CTB/FAM/FRB/FCM/GFC/PHH/PL/SFS/SSB/WMC], successor by merger to [name of predecessor]”; and in the event that the Mortgage Loan was acquired or originated by APM, BCM, BEN, CTB, FAM, FRB, FCM, GFC, PHH, PL, SFS, SSB or WMC while doing business under another name, the endorsement must be by APM, BCM, BEN, CTB, FAM, FRB, FCM, GFC, PHH, PL, SFS, SSB or WMC, as the case may be, “[APM/BCM/BEN/CTB/FAM/FRB/FCM/GFC/PHH/PL/SFS/SSB/WMC], formerly known as [previous name]”. In the event the mortgagee shown on the Mortgage Note is not APM, BCM, BEN, CTB, FAM, FRB, FCM, GFC, PHH, PL, SFS, SSB or WMC, the endorsement on the Mortgage Note must also reflect a complete chain of title to APM, BCM, BEN, CTB, FAM, FRB, FCM, GFC, PHH, PL, SFS, SSB or WMC, as applicable. (ii) The original Mortgage, or a copy of the Mortgage, with evidence of recording thereon certified by the appropriate recording office to be a true copy of the recorded Mortgage, or, if the original Mortgage has not yet been returned from the recording office, a copy of the original Mortgage together with a certificate of either the closing attorney, an officer of the title insurer which issued the related title insurance policy or an officer of APM, BCM, BEN, CTB, FAM, FRB, FCM, GFC, PHH, PL, SFS, SSB or WMC , as applicable, certifying that the copy is a true copy of the original of the Mortgage which has been delivered by such officer or attorney for recording in the appropriate recording office of the jurisdiction in which the Mortgaged Property. (iii) In the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original assignment of the Mortgage from the applicable Originator, prepared in blank, which assignment shall be in form and substance acceptable for recording. In the event that the Mortgage Loan was acquired by such Originator in a merger, the assignment must be by APM, BCM, BEN, CTB, FAM, FRB, FCM, GFC, PHH, PL, SFS, SSB or WMC, as the case may be, “[APM/BCM/BEN/CTB/FAM/FRB/FCM/GFC/PHH/PL/SFS/SSB/WMC], successor by merger to [name of predecessor]”; and in the event that the Mortgage Loan was acquired or originated by an Originator while doing business under another name, the assignment must be by such Originator, “[APM/BCM/BEN/CTB/FAM/FRB /FCM/GFC/PHH/PL/SFS/SSB/WMC], formerly known as [previous name]”. In the event the mortgagee shown in the Mortgage Note is not APM, BCM, BEN, CTB, FAM, FRB, FCM, GFC, PHH, PL, SFS, SSB or WMC, executed assignments of mortgage with respect to each originator and prior owner must be delivered. In the case of each Mortgage Loan that is a MERS Mortgage Loan, the original assignment of the Mortgage from MERS, prepared in blank, which assignment shall be in form and substance acceptable for recording. (iv) The original policy of title insurance, or a certified true and complete copy of such policy, or an uncertified copy of such policy or, if the policy has not yet been issued, a copy of the written commitment or interim binder issued by the title insurance company. (v) Originals, or certified true copies from the appropriate recording office, of any intervening assignments of the Mortgage with evidence of recording thereon. (vi) Originals or copies of all assumption and modification agreements, if any, or, in the case of a Mortgage Loan originated by PHH or SSB, if the original assumption and modification agreement has not yet been returned from the recording office, a certified copy of such assumption and modification agreement. (vii) Originals or copies of each power of attorney, surety agreement and guaranty agreement. (viii) With respect to a Mortgage Loan originated by any Originator other than PHH, the original or a copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage, if any. (b) With respect to each Co-op Loan: (i) the original Mortgage Note together with any applicable riders, endorsed in blank, with all prior and intervening endorsements as may be necessary to show a complete chain of endorsements and, in the case of a Co-op Loan originated by PHH, the original or a copy of the guaranty of the Co-op Loan, if any; (ii) the original security agreement; (iii) the original proprietary lease and an original assignment of the proprietary lease in blank; (iv) the original recognition agreement; (v) the original stock certificate representing the Co-op Shares and original stock power in blank; (vi) the original UCC-1 financing statement with evidence of filing; and (vii) the original UCC-3 assignment in blank. If with respect to any Mortgage Loan there is a not a complete chain of endorsements, the Custodian shall so state in the Exception Report. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, the Depositor shall deliver or shall cause to be delivered to the Custodian a copy thereof certified as a true, correct and complete copy of the original which has been transmitted for recordation, if available to the Depositor. The Depositor shall deliver or shall cause to be delivered such original documents to the Custodian promptly when they are received. The Custodian hereby acknowledges that the Mortgage File and any other documents, instruments or papers relating to a Mortgage Loan now or hereafter deposited with the Custodian (and not released in accordance with this Custodial Agreement) will be held by the Custodian as the duly appointed agent of the Trustee.

Delivery of Mortgage Files. The Depositor shall deliver or cause to be delivered to the Custodian, on a date mutually agreed upon among the parties hereto, a Mortgage Loan Schedule and, to the extent made available to the Depositor, the following documents for each Mortgage Loan listed on such Mortgage Loan Schedule, to be held by the Custodian for the benefit of the Trustee: (a) With respect to any Mortgage Loan that is not a Co-op Loan: (i) The original Mortgage Note, bearing all intervening endorsements, endorsed, “Pay to the order of , without recourse” and signed in the name of the applicable Originator, by an authorized officer or, in the case of a Mortgage Loan serviced by FRB, if the original Mortgage Note has been lost or destroyed, a copy of the note together with a lost note affidavit. In the event that the Mortgage Loan was acquired by the Originator in a merger, the endorsement must be by the applicable Originator, as “[APM/BAY/BCM/BEN/BP/CHE/CMC/CSF/CTB/EHL/EMM/FAM/FRBFCL/FCM/FID/ FIM/FRB/FRE/FUL/GFC/GFI/HNB/LB/MFC/MMI/PHH/PL/PLZ/PRO/PSB/SBT/SFS/SC/SSB/UMP/WJ/ WMC], successor by merger to [name of predecessor]”; and in the event that the Mortgage Loan was acquired or originated by APM, BAY, BCM, BEN, BP, CHE, CMC, CSF, CTB, EHL, EMM, FAM, FRBFCL, FCM, FID, FIM, FRB, FRE, FUL, GFC, GFI, HNB, LB, MFC, MMI, PHH, PL, PLZ, PRO, PSB, SBT, SC, SFS, SSB SSB, UMP, WJ or WMC while doing business under another name, the endorsement must be by APM, BAY, BCM, BEN, BP, CHE, CMC, CSF, CTB, EHL, EMM, FAM, FRBFCL, FCM, FID, FIM, FRB, FRE, FUL, GFC, GFI, HNB, LB, MFC, MMI, PHH, PL, PLZ, PRO, PSB, SBT, SC, SFS, SSB SSB, UMP, WJ or WMC, as the case may be, “[APM/BAY/BCM/BEN/BP/CHE/CMC/CSF/CTB/EHL/EMM/FAM/FRBFCL/FCM/FID/FIM/FRB/FRE/FUL/ GFC/GFI/HNB/LB/MFC/MMI/PHH/PL/PLZ/PRO/PSB/SBT/SFS/SC/SSB/UMP/WJ/WMC], formerly known as [previous name]”. In the event the mortgagee shown on the Mortgage Note is not APM, BAY, BCM, BEN, BP, CHE, CMC, CSF, CTB, EHL, EMM, FAM, FRBFCL, FCM, FID, FIM, FRB, FRE, FUL, GFC, GFI, HNB, LB, MFC, MMI, PHH, PL, PLZ, PRO, PSB, SBT, SC, SFS, SSB SSB, UMP, WJ or WMC, the endorsement on the Mortgage Note must also reflect a complete chain of title to APM, BAY, BCM, BEN, BP, CHE, CMC, CSF, CTB, EHL, EMM, FAM, FRBFCL, FCM, FID, FIM, FRB, FRE, FUL, GFC, GFI, HNB, LB, MFC, MMI, PHH, PL, PLZ, PRO, PSB, SBT, SC, SFS, SSB SSB, UMP, WJ or WMC, as applicable. (ii) The original Mortgage, or a copy of the Mortgage, with evidence of recording thereon certified by the appropriate recording office to be a true copy of the recorded Mortgage, or, if the original Mortgage has not yet been returned from the recording office, a copy of the original Mortgage together with a certificate of either the closing attorney, an officer of the title insurer which issued the related title insurance policy or an officer of APM, BAY, BCM, BEN, BP, CHE, CMC, CSF, CTB, EHL, EMM, FAM, FRBFCL, FCM, FID, FIM, FRB, FRE, FUL, GFC, GFI, HNB, LB, MFC, MMI, PHH, PL, PLZ, PRO, PSB, SBT, SC, SFS, SSB SSB, UMP, WJ or WMC WMC, as applicable, certifying that the copy is a true copy of the original of the Mortgage which has been delivered by such officer or attorney for recording in the appropriate recording office of the jurisdiction in which the Mortgaged PropertyProperty is located. (iii) In the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original assignment of the Mortgage from the applicable Originator, prepared in blank, which assignment shall be in form and substance acceptable for recording. In the event that the Mortgage Loan was acquired by such Originator in a merger, the assignment must be by APM, BAY, BCM, BEN, BP, CHE, CMC, CSF, CTB, EHL, EMM, FAM, FRBFCL, FCM, FID, FIM, FRB, FRE, FUL, GFC, GFI, HNB, LB, MFC, MMI, PHH, PL, PLZ, PRO, PSB, SBT, SC, SFS, SSB SSB, UMP, WJ or WMC, as the case may be, “[APM/BAY/BCM/BEN/BP/CHE/CMC/CSF/CTB/EHL/EMM/FAM/FCL/FCM/ FID/FIM/FRB/FCMFRE/FUL/GFC/GFI/HNB/LB/MFC/MMI/PHH/PL/PLZ/PRO/PSB/SBT/SFS/SC/SSB/UMP/WJ/ WMC], successor by merger to [name of predecessor]”; and in the event that the Mortgage Loan was acquired or originated by an Originator while doing business under another name, the assignment must be by such Originator, “[APM/BAY/BCM/BEN/BP/CHE/CMC/CSF/CTB/EHL/EMM/FAM/FRB /FCMFCL/FCM/FID/FIM/FRB/FRE/FUL/GFC/GFI/HNB/LB/MFC/MMI/PHH/PL/PLZ/PRO/PSB/SBT/SFS/SC/SSB/UMP/WJ/WMC], formerly known as [previous name]”. In the event the mortgagee shown in the Mortgage Note is not APM, BAY, BCM, BEN, BP, CHE, CMC, CSF, CTB, EHL, EMM, FAM, FRBFCL, FCM, FID, FIM, FRB, FRE, FUL, GFC, GFI, HNB, LB, MFC, MMI, PHH, PL, PLZ, PRO, PSB, SBT, SC, SFS, SSB SSB, UMP, WJ or WMC, executed assignments of mortgage with respect to each originator and prior owner must be delivered. In the case of each PHH Mortgage Loan that is a MERS Mortgage Loan, the original assignment of the Mortgage from MERS, prepared in blank, which assignment shall be in form and substance acceptable for recording. (iv) The original policy of title insurance, or a certified true and complete copy of such policy, or an uncertified copy of such policy or, if the policy has not yet been issued, a copy of the written commitment or interim binder issued by the title insurance company. (v) Originals, or certified true copies from the appropriate recording office, of any intervening assignments of the Mortgage with evidence of recording thereon. (vi) Originals or copies of all assumption and modification agreements, if any, or, in the case of a Mortgage Loan originated by PHH or SSB, if the original assumption and modification agreement has not yet been returned from the recording office, a certified copy of such assumption and modification agreement. (vii) Originals or copies of each power of attorney, surety agreement and guaranty agreement. (viii) With respect to a Mortgage Loan originated by any Originator other than PHH, the original or a copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage, if any. (b) With respect to each Co-op Loan: (i) the original Mortgage Note together with any applicable riders, endorsed in blank, with all prior and intervening endorsements as may be necessary to show a complete chain of endorsements and, in the case of a Co-op Loan originated by PHH, the original or a copy of the guaranty of the Co-op Loan, if any; (ii) the original security agreement; (iii) the original proprietary lease and an original assignment of the proprietary lease in blank; (iv) the original recognition agreement; (v) the original stock certificate representing the Co-op Shares and original stock power in blank; (vi) the original UCC-1 financing statement with evidence of filing; and (vii) the original UCC-3 assignment in blank. If with respect to any Mortgage Loan there is a not a complete chain of endorsements, the Custodian shall so state in the Exception Report. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, the Depositor shall deliver or shall cause to be delivered to the Custodian a copy thereof certified as a true, correct and complete copy of the original which has been transmitted for recordation, if available to the Depositor. The Depositor shall deliver or shall cause to be delivered such original documents to the Custodian promptly when they are received. The Custodian hereby acknowledges that the Mortgage File and any other documents, instruments or papers relating to a Mortgage Loan now or hereafter deposited with the Custodian (and not released in accordance with this Custodial Agreement) will be held by the Custodian as the duly appointed agent of the Trustee.

Delivery of Mortgage Files. The Depositor shall deliver or cause to be delivered to the Custodian, on a date mutually agreed upon among the parties hereto, a Mortgage Loan Schedule and, to the extent made available to the Depositor, the following documents for each Mortgage Loan listed on such Mortgage Loan Schedule, to be held by the Custodian for the benefit of the Trustee: (a) With respect to any Mortgage Loan that is not a Co-op Loan: (i) The original Mortgage Note, bearing all intervening endorsements, endorsed, “Pay to the order of , without recourse” and signed in the name of the applicable Originator, by an authorized officer or, in the case of a Mortgage Loan serviced by FRB, if the original Mortgage Note has been lost or destroyed, a copy of the note together with a lost note affidavit. In the event that the Mortgage Loan was acquired by the Originator in a merger, the endorsement must be by the applicable Originator, as “[APM/BCM/BEN/CTB/FAM/FRB/FCM/GFC/PHH/PL/SFS/SSB/WMC], successor by merger to [name of predecessor]”; and in the event that the Mortgage Loan was acquired or originated by APM, BCM, BEN, CTB, FAM, FRB, FCM, GFC, PHH, PL, SFS, SSB or WMC while doing business under another name, the endorsement must be by APM, BCM, BEN, CTB, FAM, FRB, FCM, GFC, PHH, PL, SFS, SSB or WMC, as the case may be, “[APM/BCM/BEN/CTB/FAM/FRB/FCM/GFC/PHH/PL/SFS/SSB/WMC], formerly known as [previous name]”. In the event the mortgagee shown on the Mortgage Note is not APM, BCM, BEN, CTB, FAM, FRB, FCM, GFC, PHH, PL, SFS, SSB or WMC, the endorsement on the Mortgage Note must also reflect a complete chain of title to APM, BCM, BEN, CTB, FAM, FRB, FCM, GFC, PHH, PL, SFS, SSB or WMC, as applicable. (ii) The original Mortgage, or a copy of the Mortgage, with evidence of recording thereon certified by the appropriate recording office to be a true copy of the recorded Mortgage, or, if the original Mortgage has not yet been returned from the recording office, a copy of the original Mortgage together with a certificate of either the closing attorney, an officer of the title insurer which issued the related title insurance policy or an officer of APM, BCM, BEN, CTB, FAM, FRB, FCM, GFC, PHH, PL, SFS, SSB or WMC WMC, as applicable, certifying that the copy is a true copy of the original of the Mortgage which has been delivered by such officer or attorney for recording in the appropriate recording office of the jurisdiction in which the Mortgaged Property. (iii) In the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original assignment of the Mortgage from the applicable Originator, prepared in blank, which assignment shall be in form and substance acceptable for recording. In the event that the Mortgage Loan was acquired by such Originator in a merger, the assignment must be by APM, BCM, BEN, CTB, FAM, FRB, FCM, GFC, PHH, PL, SFS, SSB or WMC, as the case may be, “[APM/BCM/BEN/CTB/FAM/FRB/FCM/GFC/PHH/PL/SFS/SSB/WMC], successor by merger to [name of predecessor]”; and in the event that the Mortgage Loan was acquired or originated by an Originator while doing business under another name, the assignment must be by such Originator, “[APM/BCM/BEN/CTB/FAMFRB/FRB /FCMFCM/GFC/PHH/PL/SFS/SSB/WMC], formerly known as [previous name]”. In the event the mortgagee shown in the Mortgage Note is not APM, BCM, BEN, CTB, FAM, FRB, FCM, GFC, PHH, PL, SFS, SSB or WMC, executed assignments of mortgage with respect to each originator and prior owner must be delivered. In the case of each Mortgage Loan that is a MERS Mortgage Loan, the original assignment of the Mortgage from MERS, prepared in blank, which assignment shall be in form and substance acceptable for recording. (iv) The original policy of title insurance, or a certified true and complete copy of such policy, or an uncertified copy of such policy or, if the policy has not yet been issued, a copy of the written commitment or interim binder issued by the title insurance company. (v) Originals, or certified true copies from the appropriate recording office, of any intervening assignments of the Mortgage with evidence of recording thereon. (vi) Originals or copies of all assumption and modification agreements, if any, or, in the case of a Mortgage Loan originated by PHH or SSB, if the original assumption and modification agreement has not yet been returned from the recording office, a certified copy of such assumption and modification agreement. (vii) Originals or copies of each power of attorney, surety agreement and guaranty agreement. (viii) With respect to a Mortgage Loan originated by any Originator other than PHHCTB, FRB, FCM, GFC, PL, SSB or WMC, the original or a copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage, if any. (b) With respect to each Co-op Loan: (i) the original Mortgage Note together with any applicable riders, endorsed in blank, with all prior and intervening endorsements as may be necessary to show a complete chain of endorsements and, in the case of a Co-op Loan originated by PHH, the original or a copy of the guaranty of the Co-op Loan, if any; (ii) the original security agreement; (iii) the original proprietary lease and an original assignment of the proprietary lease in blank; (iv) the original recognition agreement; (v) the original stock certificate representing the Co-op Shares and original stock power in blank; (vi) the original UCC-1 financing statement with evidence of filing; and (vii) the original UCC-3 assignment in blank. If with respect to any Mortgage Loan there is a not a complete chain of endorsements, the Custodian shall so state in the Exception Report. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, the Depositor shall deliver or shall cause to be delivered to the Custodian a copy thereof certified as a true, correct and complete copy of the original which has been transmitted for recordation, if available to the Depositor. The Depositor shall deliver or shall cause to be delivered such original documents to the Custodian promptly when they are received. The Custodian hereby acknowledges that the Mortgage File and any other documents, instruments or papers relating to a Mortgage Loan now or hereafter deposited with the Custodian (and not released in accordance with this Custodial Agreement) will be held by the Custodian as the duly appointed agent of the Trustee.

Delivery of Mortgage Files. The Depositor shall deliver or cause to be delivered to the Custodian, on a date mutually agreed upon among the parties hereto, a Mortgage Loan Schedule and, to the extent made available to the Depositor, the following documents for each Mortgage Loan listed on such Mortgage Loan Schedule, to be held by the Custodian for the benefit of the Trustee: (a) With respect to any Mortgage Loan that is not a Co-op Loan: (i) The original Mortgage Note, bearing all intervening endorsements, endorsed, “Pay to the order of , without recourse” and signed in the name of the applicable Originator, by an authorized officer or, in the case of a Mortgage Loan serviced by FRB, if the original Mortgage Note has been lost or destroyed, a copy of the note together with a lost note affidavit. In the event that the Mortgage Loan was acquired by the Originator in a merger, the endorsement must be by the applicable Originator, as “[APM/BCM/BEN/CTB/FAM/FRB/FCM/GFC/PHH/PL/SFS/SSB/WMCSTM/WF], successor by merger to [name of predecessor]”; and in the event that the Mortgage Loan was acquired or originated by APM, BCM, BEN, CTB, FAM, FRB, FCM, GFC, PHH, PL, SFSSSB, SSB STM or WMC WF while doing business under another name, the endorsement must be by APM, BCM, BEN, CTB, FAM, FRB, FCM, GFC, PHH, PL, SFSSSB, SSB STM or WMCWF, as the case may be, “[APM/BCM/BEN/CTB/FAM/FRB/FCM/GFC/PHH/PL/SFS/SSB/WMCSTM/WF], formerly known as [previous name]”. In the event the mortgagee shown on the Mortgage Note is not APM, BCM, BEN, CTB, FAM, FRB, FCM, GFC, PHH, PL, SFSSSB, SSB STM or WMCWF, the endorsement on the Mortgage Note must also reflect a complete chain of title to APM, BCM, BEN, CTB, FAM, FRB, FCM, GFC, PHH, PL, SFSSSB, SSB STM or WMCWF, as applicable. (ii) The original Mortgage, or a copy of the Mortgage, with evidence of recording thereon certified by the appropriate recording office to be a true copy of the recorded Mortgage, or, if the original Mortgage has not yet been returned from the recording office, a copy of the original Mortgage together with a certificate of either the closing attorney, an officer of the title insurer which issued the related title insurance policy or an officer of APM, BCM, BEN, CTB, FAM, FRB, FCM, GFC, PHH, PL, SFSSSB, SSB STM or WMC WF, as applicable, certifying that the copy is a true copy of the original of the Mortgage which has been delivered by such officer or attorney for recording in the appropriate recording office of the jurisdiction in which the Mortgaged Property. (iii) In the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original assignment of the Mortgage from the applicable Originator, prepared in blank, which assignment shall be in form and substance acceptable for recording. In the event that the Mortgage Loan was acquired by such Originator in a merger, the assignment must be by APM, BCM, BEN, CTB, FAM, FRB, FCM, GFC, PHH, PL, SFSSSB, SSB STM or WMCWF, as the case may be, “[APM/BCM/BEN/CTB/FAM/FRB/FCM/GFC/PHH/PL/SFS/SSB/WMCSTM/WF], successor by merger to [name of predecessor]”; and in the event that the Mortgage Loan was acquired or originated by an Originator while doing business under another name, the assignment must be by such Originator, “[APM/BCM/BEN/CTB/FAM/FRB /FCM/GFCFRB/PHH/PL/SFS/SSB/WMCSTM/WF], formerly known as [previous name]”. In the event the mortgagee shown in the Mortgage Note is not APM, BCM, BEN, CTB, FAM, FRB, FCM, GFC, PHH, PL, SFSSSB, SSB STM or WMCWF, executed assignments of mortgage with respect to each originator and prior owner must be delivered. In the case of each Mortgage Loan that is a MERS Mortgage Loan, the original assignment of the Mortgage from MERS, prepared in blank, which assignment shall be in form and substance acceptable for recording. (iv) The original policy of title insurance, or a certified true and complete copy of such policy, or an uncertified copy of such policy or, if the policy has not yet been issued, a copy of the written commitment or interim binder issued by the title insurance company. (v) Originals, or certified true copies from the appropriate recording office, of any intervening assignments of the Mortgage with evidence of recording thereon. (vi) Originals or copies of all assumption and modification agreements, if any, or, in the case of a Mortgage Loan originated by PHH or SSB, if the original assumption and modification agreement has not yet been returned from the recording office, a certified copy of such assumption and modification agreement. (vii) Originals or copies of each power of attorney, surety agreement and guaranty agreement. (viii) With respect to a Mortgage Loan originated by any Originator other than PHHFRB, PL, SSB, STM or WF, the original or a copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage, if any. (b) With respect to each Co-op Loan: (i) the original Mortgage Note together with any applicable riders, endorsed in blank, with all prior and intervening endorsements as may be necessary to show a complete chain of endorsements and, in the case of a Co-op Loan originated by PHH, the original or a copy of the guaranty of the Co-op Loan, if any; (ii) the original security agreement; (iii) the original proprietary lease and an original assignment of the proprietary lease in blank; (iv) the original recognition agreement; (v) the original stock certificate representing the Co-op Shares and original stock power in blank; (vi) the original UCC-1 financing statement with evidence of filing; and (vii) the original UCC-3 assignment in blank. If with respect to any Mortgage Loan there is a not a complete chain of endorsements, the Custodian shall so state in the Exception Report. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, the Depositor shall deliver or shall cause to be delivered to the Custodian a copy thereof certified as a true, correct and complete copy of the original which has been transmitted for recordation, if available to the Depositor. The Depositor shall deliver or shall cause to be delivered such original documents to the Custodian promptly when they are received. The Custodian hereby acknowledges that the Mortgage File and any other documents, instruments or papers relating to a Mortgage Loan now or hereafter deposited with the Custodian (and not released in accordance with this Custodial Agreement) will be held by the Custodian as the duly appointed agent of the Trustee.

Delivery of Mortgage Files. The Depositor shall deliver or cause to be delivered to the Custodian, on a date mutually agreed upon among the parties hereto, a Mortgage Loan Schedule and, to the extent made available to the Depositor, the following documents for each Mortgage Loan listed on such Mortgage Loan Schedule, to be held by the Custodian for the benefit of the Trustee: (a) With respect to any Mortgage Loan that is not a Co-op Loan: (i) The original Mortgage Note, bearing all intervening endorsements, endorsed, “Pay to the order of , without recourse” and signed in the name of the applicable Originator, by an authorized officer or, in the case of a Mortgage Loan serviced by FRB, if the original Mortgage Note has been lost or destroyed, a copy of the note together with a lost note affidavit. In the event that the Mortgage Loan was acquired by the Originator in a merger, the endorsement must be by the applicable Originator, as “[APM/BCM/BEN/BP/CAS/CHE/CMC/CSF/CTB/EHL/EMM/FAM/FCM/FID/FIM/FRB/FCMFRE/GFC/GMC/HNB/MFC/MON/PEM/PHH/PL/PLZ/PRO/PSB/SBT/SFS/SSB/UMP/WMC], successor by merger to [name of predecessor]”; and in the event that the Mortgage Loan was acquired or originated by APM, BCM, BEN, BP, CAS, CHE, CMC, CSF, CTB, EHL, EMM, FAM, FCM, FID, FIM, FRB, FCMFRE, GFC, GMC, HNB, MFC, MON, PEM, PHH, PL, PLZ, PRO, PSB, SBT, SFS, SSB SSB, UMP or WMC while doing business under another name, the endorsement must be by APM, BCM, BEN, BP, CAS, CHE, CMC, CSF, CTB, EHL, EMM, FAM, FCM, FID, FIM, FRB, FCMFRE, GFC, GMC, HNB, MFC, MON, PEM, PHH, PL, PLZ, PRO, PSB, SBT, SFS, SSB SSB, UMP or WMC, as the case may be, “[APM/BCM/BEN/BP/CAS/CHE/CMC/CSF/CTB/EHL/EMM/FAM/FCM/FID/FIM/FRB/FCMFRE/GFC/GMC/HNB/MFC/MON/PEM/PHH/PL/PLZ/PRO/PSB/SBT/SFS/SSB/UMP/WMC], formerly known as [previous name]”. In the event the mortgagee shown on the Mortgage Note is not APM, BCM, BEN, BP, CAS, CHE, CMC, CSF, CTB, EHL, EMM, FAM, FCM, FID, FIM, FRB, FCMFRE, GFC, GMC, HNB, MFC, MON, PEM, PHH, PL, PLZ, PRO, PSB, SBT, SFS, SSB SSB, UMP or WMC, the endorsement on the Mortgage Note must also reflect a complete chain of title to APM, BCM, BEN, BP, CAS, CHE, CMC, CSF, CTB, EHL, EMM, FAM, FCM, FID, FIM, FRB, FCMFRE, GFC, GMC, HNB, MFC, MON, PEM, PHH, PL, PLZ, PRO, PSB, SBT, SFS, SSB SSB, UMP or WMC, as applicable. (ii) The original Mortgage, or a copy of the Mortgage, with evidence of recording thereon certified by the appropriate recording office to be a true copy of the recorded Mortgage, or, if the original Mortgage has not yet been returned from the recording office, a copy of the original Mortgage together with a certificate of either the closing attorney, an officer of the title insurer which issued the related title insurance policy or an officer of APM, BCM, BEN, BP, CAS, CHE, CMC, CSF, CTB, EHL, EMM, FAM, FCM, FID, FIM, FRB, FCMFRE, GFC, GMC, HNB, MFC, MON, PEM, PHH, PL, PLZ, PRO, PSB, SBT, SFS, SSB SSB, UMP or WMC WMC, as applicable, certifying that the copy is a true copy of the original of the Mortgage which has been delivered by such officer or attorney for recording in the appropriate recording office of the jurisdiction in which the Mortgaged PropertyProperty is located. (iii) In the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original assignment of the Mortgage from the applicable Originator, prepared in blank, which assignment shall be in form and substance acceptable for recording. In the event that the Mortgage Loan was acquired by such Originator in a merger, the assignment must be by APM, BCM, BEN, BP, CAS, CHE, CMC, CSF, CTB, EHL, EMM, FAM, FCM, FID, FIM, FRB, FCMFRE, GFC, GMC, HNB, MFC, MON, PEM, PHH, PL, PLZ, PRO, PSB, SBT, SFS, SSB SSB, UMP or WMC, as the case may be, “[APM/BCM/BEN/BP/CAS/CHE/CMC/CSF/CTB/EHL/EMM/FAM/FCM/FID/FIM/FRB/FCMFRE/GFC/GMC/HNB/MFC/MON/PEM/PHH/PL/PLZ/PRO/PSB/SBT/SFS/SSB/UMP/WMC], successor by merger to [name of predecessor]”; and in the event that the Mortgage Loan was acquired or originated by an Originator while doing business under another name, the assignment must be by such Originator, “[APM/BCM/BEN/BP/CAS/CHE/CMC/CSF/CTB/EHL/EMM/FAM/FRB /FCMFCM/FID/FIM/FRB/FRE/GFC/GMC/HNB/MFC/MON/PEM/PHH/PL/PLZ/PRO/PSB/SBT/SFS/SSB/UMP/WMC], formerly known as [previous name]”. In the event the mortgagee shown in the Mortgage Note is not APM, BCM, BEN, BP, CAS, CHE, CMC, CSF, CTB, EHL, EMM, FAM, FCM, FID, FIM, FRB, FCMFRE, GFC, GMC, HNB, MFC, MON, PEM, PHH, PL, PLZ, PRO, PSB, SBT, SFS, SSB SSB, UMP or WMC, executed assignments of mortgage with respect to each originator and prior owner must be delivered. In the case of each PHH Mortgage Loan that is a MERS Mortgage Loan, the original assignment of the Mortgage from MERS, prepared in blank, which assignment shall be in form and substance acceptable for recording. (iv) The original policy of title insurance, or a certified true and complete copy of such policy, or an uncertified copy of such policy or, if the policy has not yet been issued, a copy of the written commitment or interim binder issued by the title insurance company. (v) Originals, or certified true copies from the appropriate recording office, of any intervening assignments of the Mortgage with evidence of recording thereon. (vi) Originals or copies of all assumption and modification agreements, if any, or, in the case of a Mortgage Loan originated by PHH or SSB, if the original assumption and modification agreement has not yet been returned from the recording office, a certified copy of such assumption and modification agreement. (vii) Originals or copies of each power of attorney, surety agreement and guaranty agreement. (viii) With respect to a Mortgage Loan originated by any Originator other than PHH, the original or a copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage, if any. (b) With respect to each Co-op Loan: (i) the original Mortgage Note together with any applicable riders, endorsed in blank, with all prior and intervening endorsements as may be necessary to show a complete chain of endorsements and, in the case of a Co-op Loan originated by PHH, the original or a copy of the guaranty of the Co-op Loan, if any; (ii) the original security agreement; (iii) the original proprietary lease and an original assignment of the proprietary lease in blank; (iv) the original recognition agreement; (v) the original stock certificate representing the Co-op Shares and original stock power in blank; (vi) the original UCC-1 financing statement with evidence of filing; and (vii) the original UCC-3 assignment in blank. If with respect to any Mortgage Loan there is a not a complete chain of endorsements, the Custodian shall so state in the Exception Report. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, the Depositor shall deliver or shall cause to be delivered to the Custodian a copy thereof certified as a true, correct and complete copy of the original which has been transmitted for recordation, if available to the Depositor. The Depositor shall deliver or shall cause to be delivered such original documents to the Custodian promptly when they are received. The Custodian hereby acknowledges that the Mortgage File and any other documents, instruments or papers relating to a Mortgage Loan now or hereafter deposited with the Custodian (and not released in accordance with this Custodial Agreement) will be held by the Custodian as the duly appointed agent of the Trustee.

Delivery of Mortgage Files. The Depositor shall deliver or cause to be delivered to the Custodian, on a date mutually agreed upon among the parties hereto, a Mortgage Loan Schedule and, to the extent made available to the Depositor, the following documents for each Mortgage Loan listed on such Mortgage Loan Schedule, to be held by the Custodian for the benefit of the Trustee: (a) With respect to any Mortgage Loan that is not a Co-op Loan: (i) The original Mortgage Note, bearing all intervening endorsements, endorsed, “Pay to the order of , without recourse” and signed in the name of the applicable Originator, by an authorized officer or, in the case of a Mortgage Loan serviced by FRB, if the original Mortgage Note has been lost or destroyed, a copy of the note together with a lost note affidavit. In the event that the Mortgage Loan was acquired by the Originator in a merger, the endorsement must be by the applicable Originator, as “[APM/BCM/BEN/CCM/CMC/CTB/EHL/FAM/FCM/FRB/FCMFRE/GFC/PHH/PL/PSB/SFS/SSB/WMC], successor by merger to [name of predecessor]”; and in the event that the Mortgage Loan was acquired or originated by APM, BCM, BEN, CCM, CMC, CTB, EHL, FAM, FCM, FRB, FCMFRE, GFC, PHH, PL, PSB, SFS, SSB or WMC while doing business under another name, the endorsement must be by APM, BCM, BEN, CCM, CMC, CTB, EHL, FAM, FCM, FRB, FCMFRE, GFC, PHH, PL, PSB, SFS, SSB or WMC, as the case may be, “[APM/BCM/BEN/CCM/CMC/CTB/EHL/FAM/FCM/FRB/FCMFRE/GFC/PHH/PL/PSB/SFS/SSB/WMC], formerly known as [previous name]”. In the event the mortgagee shown on the Mortgage Note is not APM, BCM, BEN, CCM, CMC, CTB, EHL, FAM, FCM, FRB, FCMFRE, GFC, PHH, PL, PSB, SFS, SSB or WMC, the endorsement on the Mortgage Note must also reflect a complete chain of title to APM, BCM, BEN, CCM, CMC, CTB, EHL, FAM, FCM, FRB, FCMFRE, GFC, PHH, PL, PSB, SFS, SSB or WMC, as applicable. (ii) The original Mortgage, or a copy of the Mortgage, with evidence of recording thereon certified by the appropriate recording office to be a true copy of the recorded Mortgage, or, if the original Mortgage has not yet been returned from the recording office, a copy of the original Mortgage together with a certificate of either the closing attorney, an officer of the title insurer which issued the related title insurance policy or an officer of APM, BCM, BEN, CCM, CMC, CTB, EHL, FAM, FCM, FRB, FCMFRE, GFC, PHH, PL, PSB, SFS, SSB or WMC WMC, as applicable, certifying that the copy is a true copy of the original of the Mortgage which has been delivered by such officer or attorney for recording in the appropriate recording office of the jurisdiction in which the Mortgaged Property. (iii) In the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original assignment of the Mortgage from the applicable Originator, prepared in blank, which assignment shall be in form and substance acceptable for recording. In the event that the Mortgage Loan was acquired by such Originator in a merger, the assignment must be by APM, BCM, BEN, CCM, CMC, CTB, EHL, FAM, FCM, FRB, FCMFRE, GFC, PHH, PL, PSB, SFS, SSB or WMC, as the case may be, “[APM/BCM/BEN/CCM/CMC/CTB/EHL/FAM/FCM/FRB/FCMFRE/GFC/PHH/PL/PSB/SFS/SSB/WMC], successor by merger to [name of predecessor]”; and in the event that the Mortgage Loan was acquired or originated by an Originator while doing business under another name, the assignment must be by such Originator, “[APM/BCM/BEN/CCM/CMC/CTB/EHL/FAM/FRB /FCMFCM/FRB/FRE/GFC/PHH/PL/PSB/SFS/SSB/WMC], formerly known as [previous name]”. In the event the mortgagee shown in the Mortgage Note is not APM, BCM, BEN, CCM, CMC, CTB, EHL, FAM, FCM, FRB, FCMFRE, GFC, PHH, PL, PSB, SFS, SSB or WMC, executed assignments of mortgage with respect to each originator and prior owner must be delivered. In the case of each PHH Mortgage Loan that is a MERS Mortgage Loan, the original assignment of the Mortgage from MERS, prepared in blank, which assignment shall be in form and substance acceptable for recording. (iv) The original policy of title insurance, or a certified true and complete copy of such policy, or an uncertified copy of such policy or, if the policy has not yet been issued, a copy of the written commitment or interim binder issued by the title insurance company. (v) Originals, or certified true copies from the appropriate recording office, of any intervening assignments of the Mortgage with evidence of recording thereon. (vi) Originals or copies of all assumption and modification agreements, if any, or, in the case of a Mortgage Loan originated by PHH or SSB, if the original assumption and modification agreement has not yet been returned from the recording office, a certified copy of such assumption and modification agreement. (vii) Originals or copies of each power of attorney, surety agreement and guaranty agreement. (viii) With respect to a Mortgage Loan originated by any Originator other than PHH, the original or a copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage, if any. (b) With respect to each Co-op Loan: (i) the original Mortgage Note together with any applicable riders, endorsed in blank, with all prior and intervening endorsements as may be necessary to show a complete chain of endorsements and, in the case of a Co-op Loan originated by PHH, the original or a copy of the guaranty of the Co-op Loan, if any; (ii) the original security agreement; (iii) the original proprietary lease and an original assignment of the proprietary lease in blank; (iv) the original recognition agreement; (v) the original stock certificate representing the Co-op Shares and original stock power in blank; (vi) the original UCC-1 financing statement with evidence of filing; and (vii) the original UCC-3 assignment in blank. If with respect to any Mortgage Loan there is a not a complete chain of endorsements, the Custodian shall so state in the Exception Report. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, the Depositor shall deliver or shall cause to be delivered to the Custodian a copy thereof certified as a true, correct and complete copy of the original which has been transmitted for recordation, if available to the Depositor. The Depositor shall deliver or shall cause to be delivered such original documents to the Custodian promptly when they are received. The Custodian hereby acknowledges that the Mortgage File and any other documents, instruments or papers relating to a Mortgage Loan now or hereafter deposited with the Custodian (and not released in accordance with this Custodial Agreement) will be held by the Custodian as the duly appointed agent of the Trustee.

Delivery of Mortgage Files. The Depositor shall deliver or cause to be delivered to the Custodian, on a date mutually agreed upon among the parties hereto, a Mortgage Loan Schedule and, to the extent made available to the Depositor, the following documents for each Mortgage Loan listed on such Mortgage Loan Schedule, to be held by the Custodian for the benefit of the Trustee: (a) With respect to any Mortgage Loan that is not a Co-op Loan: (i) The original Mortgage Note, bearing all intervening endorsements, endorsed, “Pay to the order of , without recourse” and signed in the name of the applicable Originator, by an authorized officer or, in the case of a Mortgage Loan serviced by FRB, if the original Mortgage Note has been lost or destroyed, a copy of the note together with a lost note affidavit. In the event that the Mortgage Loan was acquired by the Originator in a merger, the endorsement must be by the applicable Originator, as “[APM/BCM/BEN/CMC/CSF/CTB/EHL/EMM/FAM/FRBFCL/FCM/FRB/FRE/FUL/GFC/GMC/HNB/MFC/MON/ PHH/PL/PLZ/PSB/SBT/SFS/SSB/UMP/WMC], successor by merger to [name of predecessor]”; and in the event that the Mortgage Loan was acquired or originated by APMAXX, BCMXXX, BENXXX, CTBXXX, XXX, XXX, EHL, EMM, FAM, FRBFCL, FCM, FRB, FRE, FUL, GFC, GMC, HNB, MFC, MON, PHH, PL, PLZ, PSB, SBT, SFS, SSB SSB, UMP or WMC while doing business under another name, the endorsement must be by APM, BCM, BEN, CMC, CSF, CTB, EHL, EMM, FAM, FRBFCL, FCM, FRB, FRE, FUL, GFC, GMC, HNB, MFC, MON, PHH, PL, PLZ, PSB, SBT, SFS, SSB SSB, UMP or WMC, as the case may be, “[APM/BCM/BEN/CMC/CSF/CTB/EHL/EMM/FAM/FRBFCL/FCM/FRB/FRE/FUL/GFC/GMC/HNB/MFC/MON/ PHH/PL/PLZ/PSB/SBT/SFS/SSB/UMP/WMC], formerly known as [previous name]”. In the event the mortgagee shown on the Mortgage Note is not APM, BCM, BEN, CMC, CSF, CTB, EHL, EMM, FAM, FRBFCL, FCM, FRB, FRE, FUL, GFC, GMC, HNB, MFC, MON, PHH, PL, PLZ, PSB, SBT, SFS, SSB SSB, UMP or WMC, the endorsement on the Mortgage Note must also reflect a complete chain of title to APM, BCM, BEN, CMC, CSF, CTB, EHL, EMM, FAM, FRBFCL, FCM, FRB, FRE, FUL, GFC, GMC, HNB, MFC, MON, PHH, PL, PLZ, PSB, SBT, SFS, SSB SSB, UMP or WMC, as applicable. (ii) The original Mortgage, or a copy of the Mortgage, with evidence of recording thereon certified by the appropriate recording office to be a true copy of the recorded Mortgage, or, if the original Mortgage has not yet been returned from the recording office, a copy of the original Mortgage together with a certificate of either the closing attorney, an officer of the title insurer which issued the related title insurance policy or an officer of APM, BCM, BEN, CMC, CSF, CTB, EHL, EMM, FAM, FRBFCL, FCM, FRB, FRE, FUL, GFC, GMC, HNB, MFC, MON, PHH, PL, PLZ, PSB, SBT, SFS, SSB SSB, UMP or WMC WMC, as applicable, certifying that the copy is a true copy of the original of the Mortgage which has been delivered by such officer or attorney for recording in the appropriate recording office of the jurisdiction in which the Mortgaged Property. (iii) In the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original assignment of the Mortgage from the applicable Originator, prepared in blank, which assignment shall be in form and substance acceptable for recording. In the event that the Mortgage Loan was acquired by such Originator in a merger, the assignment must be by APM, BCM, BEN, CMC, CSF, CTB, EHL, EMM, FAM, FRBFCL, FCM, FRB, FRE, FUL, GFC, GMC, HNB, MFC, MON, PHH, PL, PLZ, PSB, SBT, SFS, SSB SSB, UMP or WMC, as the case may be, “[APM/BCM/BEN/CMC/CSF/CTB/EHL/EMM/FAM/FRBFCL/FCM/FRB/FRE/FUL/GFC/GMC/HNB/MFC/MON/ PHH/PL/PLZ/PSB/SBT/SFS/SSB/UMP/WMC], successor by merger to [name of predecessor]”; and in the event that the Mortgage Loan was acquired or originated by an Originator while doing business under another name, the assignment must be by such Originator, “[APM/BCM/BEN/CMC/CSF/CTB/EHL/EMM/FAM/FRB /FCMFCL/FCM/FRB/FRE/FUL/GFC/GMC/HNB/MFC/MON/ PHH/PL/PLZ/PSB/SBT/SFS/SSB/UMP/WMC], formerly known as [previous name]”. In the event the mortgagee shown in the Mortgage Note is not APM, BCM, BEN, CMC, CSF, CTB, EHL, EMM, FAM, FRBFCL, FCM, FRB, FRE, FUL, GFC, GMC, HNB, MFC, MON, PHH, PL, PLZ, PSB, SBT, SFS, SSB SSB, UMP or WMC, executed assignments of mortgage with respect to each originator and prior owner must be delivered. In the case of each PHH Mortgage Loan that is a MERS Mortgage Loan, the original assignment of the Mortgage from MERS, prepared in blank, which assignment shall be in form and substance acceptable for recording. (iv) The original policy of title insurance, or a certified true and complete copy of such policy, or an uncertified copy of such policy or, if the policy has not yet been issued, a copy of the written commitment or interim binder issued by the title insurance company. (v) Originals, or certified true copies from the appropriate recording office, of any intervening assignments of the Mortgage with evidence of recording thereon. (vi) Originals or copies of all assumption and modification agreements, if any, or, in the case of a Mortgage Loan originated by PHH or SSB, if the original assumption and modification agreement has not yet been returned from the recording office, a certified copy of such assumption and modification agreement. (vii) Originals or copies of each power of attorney, surety agreement and guaranty agreement. (viii) With respect to a Mortgage Loan originated by any Originator other than PHH, the original or a copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage, if any. (b) With respect to each Co-op Loan: (i) the original Mortgage Note together with any applicable riders, endorsed in blank, with all prior and intervening endorsements as may be necessary to show a complete chain of endorsements and, in the case of a Co-op Loan originated by PHH, the original or a copy of the guaranty of the Co-op Loan, if any; (ii) the original security agreement; (iii) the original proprietary lease and an original assignment of the proprietary lease in blank; (iv) the original recognition agreement; (v) the original stock certificate representing the Co-op Shares and original stock power in blank; (vi) the original UCC-1 financing statement with evidence of filing; and (vii) the original UCC-3 assignment in blank. If with respect to any Mortgage Loan there is a not a complete chain of endorsements, the Custodian shall so state in the Exception Report. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, the Depositor shall deliver or shall cause to be delivered to the Custodian a copy thereof certified as a true, correct and complete copy of the original which has been transmitted for recordation, if available to the Depositor. The Depositor shall deliver or shall cause to be delivered such original documents to the Custodian promptly when they are received. The Custodian hereby acknowledges that the Mortgage File and any other documents, instruments or papers relating to a Mortgage Loan now or hereafter deposited with the Custodian (and not released in accordance with this Custodial Agreement) will be held by the Custodian as the duly appointed agent of the Trustee.