Common use of Establishment of Custodial Account; Deposits in Custodial Account Clause in Contracts

Establishment of Custodial Account; Deposits in Custodial Account. The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLending, in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Seller. The Seller shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19; (g) any amount required to be deposited by the Seller in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller in the Custodial Account. The Seller may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, if the Seller shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller and shall be subject to withdrawal by the Seller. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Company shall segregate and hold all funds collected and received pursuant to each Mortgage Loan and REO Property separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “"Custodial Account”"), titled “PrimeLending, in trust for Redwood Residential Acquisition Corporation as Purchaser the form of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank non-interest bearing time deposit or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial demand accounts. The Custodial Account shall not be transferred to established with an Eligible Depository Institution. The creation of any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured evidenced by a letter agreement in the FDIC form of Exhibit B hereto. A copy of such certification or letter agreement shall be furnished to any Owner upon request. The Company shall deposit in a manner which shall provide maximum available insurance thereunder mortgage clearing account on a daily basis and which may be drawn on by the Seller. The Seller shall deposit in the Custodial Account on a daily basis, no later than the second Business Day thereafter and retain therein the following therein: (i) all scheduled payments and collections received or made by it subsequent to due after the related Cut-off Cutoff Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal PrepaymentsPrepayments collected after the related Cutoff Date, on the Mortgage Loans; (bii) all scheduled payments on account of interest on the Mortgage Loans (minus the portion of any such payment which is allocable to the period prior to the related Cutoff Date) adjusted to the related Mortgage Loan Remittance Rate; (ciii) all Liquidation Proceeds; (div) all proceeds received by the Seller under any title insurance policyInsurance Proceeds, hazard insurance policyincluding amounts required to be deposited pursuant to Section 4.10 and Section 4.11, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures, the Mortgage Loan documents or applicable law; (ev) all awards or settlements in Condemnation Proceeds with respect of condemnation proceedings or eminent domain affecting to any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures, the Mortgage Loan documents or applicable law; (fvi) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Section 3.03 and all amounts required to be deposited by the Company in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Section 3.03 or; (vii) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19Section 5.04; (gviii) any amount required to be deposited by in the Seller in connection with any REO Property Custodial Account pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment Sections 4.01, 4.14, 5.01, 5.03, 5.04 and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month6.02; and (jix) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policyall Buydown Funds. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without . Without limiting the generality of the foregoing, payments in the nature of late payment charges, fees for special services provided to a Mortgagor and assumption fees and other ancillary fees need not be deposited by the Seller Company in the Custodial Account. The Seller Company may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Company for the benefit of the PurchaserOwner, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (Ai) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (Bii) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Company shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Company and shall be subject to its withdrawal by the Selleror order from time to time. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Company out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingGreenPoint Mortgage Funding, Inc., in trust for Redwood Residential Acquisition Corporation Xxxxxx Xxxxxxx Mortgage Capital Inc. as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Xxxxxx Mae or Fxxxxxx Xxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller creation of any Custodial Account shall be evidenced by (i) a certification in the form of Exhibit 4 hereto, in the case of an account established with a depository affiliate of the Servicer, or (ii) a letter agreement in the form of Exhibit 5 hereto, in the case of an account held by a depository other than an affiliate of the Servicer. In either case, a copy of such certification or letter agreement shall be furnished to the Purchaser upon request. The Servicer shall deposit in the Custodial Account on a daily basisbasis on the Business Day following receipt thereof, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.14, 11.16 and 11.1911.18; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.1311.12; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Subsection 7.03, and all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03;; and (i) with respect to each Full Principal Prepayment and each Partial Prepaymentin full, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Principal Prepayment Interest Shortfallin full, equals one month’s interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the SellerServicer’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingFlagstar Capital Markets Corporation, in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall initially be established and maintained at Flagstar Bank, or any successor thereto, and shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Seller. The Seller shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19; (g) any amount required to be deposited by the Seller in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller in the Custodial Account. The Seller may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, if the Seller shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller and shall be subject to withdrawal by the Seller. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller out of its own funds immediately as realized.remain uninvested

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingCenlar FSB, in trust for Redwood Residential Acquisition Corporation as Purchaser Owner of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate Affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Xxxxxx Mae or Fxxxxxx Xxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall initially be established and maintained at Xxxxx Fargo Bank, N.A., or any successor thereto, and shall not be transferred to any other depository institution without the PurchaserOwner’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller Servicer shall deposit in the Custodial Account Account, on a daily basisbasis in accordance with Section 11.03, and retain therein therein, the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance RateLoans, less any applicable Servicing Fee; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller seller of the related Mortgage Loan in connection with shortfalls in principal amount of Substitute substitute Mortgage Loans pursuant to Subsection 7.03Loans; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller Servicer out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the SellerServicer’s aggregate obligations under this paragraph for any month shall be limited to the total amount of the Servicing Fees actually received with respect Fee related to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller Servicer in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees Ancillary Fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the PurchaserOwner, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized. For all Eligible Investments rated at least “A1/A+”(short/long) that have terms greater than 60 days, in the event of a downgrade of such Eligible Investment below “A1” (or “A+” if no short term rating), the Servicer agrees to remove such Eligible Investment within 60 days of such downgrade. The Servicer acknowledges and agrees that the Servicer shall bear any losses incurred with respect to removal of such Eligible Investment following such a downgrade and that any losses shall be immediately deposited by the Servicer in the Custodial Account out of the Servicer’s own funds, with no right to reimbursement therefor.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingShore Financial Services, Inc., in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall initially be established and maintained at JPMorgan Chase Bank, N.A., or any successor thereto, and shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Seller. The Seller shall deposit in the Custodial Account on a daily basisin accordance with Subsection 11.03, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19; (g) any amount required to be deposited by the Seller in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month[reserved]; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller in the Custodial Account. The Seller may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, if the Seller shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller and shall be subject to withdrawal by the Seller. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller out of its own funds immediately as realizedremain uninvested.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingXxxx Xxxxxx Bank, in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Xxxxxx Mae or Fxxxxxx Xxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Seller. The Seller shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19; (g) any amount required to be deposited by the Seller in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller in the Custodial Account. The Seller may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, if the Seller shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller and shall be subject to withdrawal by the Seller. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller out of its own funds immediately as realizedremain uninvested.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “"Custodial Account”"), titled “PrimeLending"Bank of America, National Association, in trust for Redwood Residential Acquisition Corporation Xxxxxx Brothers Bank, FSB as Purchaser of Mortgage Loans and various Mortgagors.” " Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheldQualified Depository. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller creation of the Custodial Account shall be evidenced by a certificate delivered by the Servicer (the "Custodial Account Certification") substantially in the form of Exhibit 10 hereto. The Servicer shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy (if any) or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.15, 11.17 and 11.19; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.13; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Subsection 7.03, and all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Principal Prepayment and each Partial Prepaymentin full, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Principal Prepayment Interest Shortfallin full, equals one month's interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the Seller’s Servicer's aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and; (j) amounts required to be deposited by the Seller Servicer in connection with the deductible clause of any hazard insurance policy; and (k) any BPP Mortgage Loan Payments payable by the Servicer pursuant to Subsection 11.27. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees fees, BPP Fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “"Custodial Account”"), titled “PrimeLending"GreenPoint Mortgage Funding, Inc., in trust for Redwood Residential Acquisition Corporation Morgan Stanley Mortgage Capital Inc. as Purchaser of Mortgage Loans and various Loaxx xxx xxxxxxx Mortgagors.” " Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Fannie Mae or Fxxxxxx Freddie Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheldfxx xxxtodial axxxxxxx. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller creation of any Custodial Account shall be evidenced by (i) a certification in the form of Exhibit 4 hereto, in the case of an account established with a depository affiliate of the Servicer, or (ii) a letter agreement in the form of Exhibit 5 hereto, in the case of an account held by a depository other than an affiliate of the Servicer. In either case, a copy of such certification or letter agreement shall be furnished to the Purchaser upon request. The Servicer shall deposit in the Custodial Account on a daily basisbasis on the Business Day following receipt thereof, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.14, 11.16 and 11.1911.18; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.1311.12; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Subsection 7.03, and all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03;; and (i) with respect to each Full Principal Prepayment and each Partial Prepaymentin full, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Principal Prepayment Interest Shortfallin full, equals one month's interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the Seller’s Servicer's aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingWintrust Mortgage Corporation, a division of Barrington Bank and Trust, in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Xxxxxx Xxx or Fxxxxxx Xxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall initially be established and maintained at Barrington Bank and Trust, or any successor thereto, and shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Seller. The Seller shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19; (g) any amount required to be deposited by the Seller in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller in the Custodial Account. The Seller may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, if the Seller shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller and shall be subject to withdrawal by the Seller. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller out of its own funds immediately as realizedremain uninvested.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Company shall segregate and hold all funds collected and received pursuant to each Mortgage Loan and REO Property separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLending, in trust for Redwood Residential Acquisition Corporation as Purchaser the form of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank non-interest bearing time deposit or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial demand accounts. The Custodial Account shall not be transferred to established with an Eligible Depository Institution. The creation of any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured evidenced by a letter agreement in the FDIC form of Exhibit B hereto. A copy of such certification or letter agreement shall be furnished to any Owner upon request. The Company shall deposit in a manner which shall provide maximum available insurance thereunder mortgage clearing account on a daily basis and which may be drawn on by the Seller. The Seller shall deposit in the Custodial Account on a daily basis, no later than the second Business Day thereafter and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date):therein: (ai) all scheduled payments due after the Cutoff Date on account of principal, including Principal PrepaymentsPrepayments collected after the Cutoff Date, on the Mortgage Loans; (bii) all scheduled payments on account of interest on the Mortgage Loans (minus the portion of any such payment which is allocable to the period prior to the Cutoff Date) adjusted to the related Mortgage Loan Remittance Rate; (ciii) all Liquidation Proceeds; (div) all proceeds received by the Seller under any title insurance policyInsurance Proceeds, hazard insurance policyincluding amounts required to be deposited pursuant to Section 4.10 and Section 4.11, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures, the Mortgage Loan documents or applicable law; (ev) all awards or settlements in Condemnation Proceeds with respect of condemnation proceedings or eminent domain affecting to any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures, the Mortgage Loan documents or applicable law; (fvi) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Section 3.03 and all amounts required to be deposited by the Company in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Section 3.03; (vii) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 Sections 4.01, 4.11, 4.14, 5.01, 5.03, 5.05 and 11.19; (g) any amount required to be deposited by the Seller in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment6.02, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations or otherwise under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policyAgreement. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without . Without limiting the generality of the foregoing, payments in the nature of late payment charges, fees for special services provided to a Mortgagor and assumption fees and other ancillary fees need not be deposited by the Seller Company in the Custodial Account. The Seller Company may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Company for the benefit of the PurchaserOwner, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (Ai) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (Bii) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Company shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Company and shall be subject to its withdrawal by the Selleror order from time to time. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Company out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The provisions that follow in this Section 11.04 shall be applicable only if the actual Servicing Transfer Date occurs more than two calendar months after the related Closing Date. If the following provisions are not applicable, the “Custodial Account” as used elsewhere in this Agreement shall mean the deposit or other account that the Seller maintains for purposes of collecting mortgage loan payments on behalf of third parties. The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingSeller, in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall initially be established and maintained at an institution reasonably acceptable to the Seller and the Purchaser, and shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Seller. The Seller shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19; (g) any amount required to be deposited by the Seller in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03;; and (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller in the Custodial Account. The Seller may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, if the Seller shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller and shall be subject to withdrawal by the Seller. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller out of its own funds immediately as realizedremain uninvested.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingFremont Bank, in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Xxxxxx Xxx or Fxxxxxx Xxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall initially be established and maintained at Fremont Bank, or any successor thereto, and shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Seller. The Seller shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19; (g) any amount required to be deposited by the Seller in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller in the Custodial Account. The Seller may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, if the Seller shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller and shall be subject to withdrawal by the Seller. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller out of its own funds immediately as realizedremain uninvested.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “"Custodial Account”"), titled “PrimeLending"Bank of America, N.A., in trust for Redwood Residential Acquisition Corporation Xxxxxx Brothers Bank, FSB as Purchaser of Mortgage Loans and various Mortgagors.” " Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Xxxxxx Xxx or Fxxxxxx Xxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller creation of the Custodial Account shall be evidenced by a certificate delivered by the Servicer (the "Custodial Account Certification") substantially in the form of Exhibit 9 hereto. The Servicer shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.15, 11.17 and 11.19; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.13; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Subsection 7.03, and all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Principal Prepayment and each Partial Prepaymentin full, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Principal Prepayment Interest Shortfallin full, equals one month's interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the Seller’s Servicer's aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller Servicer in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Company shall segregate and hold all funds collected and received pursuant to each Mortgage Loan and REO Property separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “"Custodial Account”"), titled “PrimeLending, in trust for Redwood Residential Acquisition Corporation as Purchaser the form of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank non-interest bearing time deposit or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial demand accounts. The Custodial Account shall not be transferred to established with an Eligible Depository Institution. The creation of any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured evidenced by a letter agreement in the FDIC form of Exhibit B hereto. A copy of such certification or letter agreement shall be furnished to any Owner upon request. The Company shall deposit in a manner which shall provide maximum available insurance thereunder mortgage clearing account on a daily basis and which may be drawn on by the Seller. The Seller shall deposit in the Custodial Account on a daily basis, no later than the second Business Day thereafter and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date):therein: (ai) all scheduled payments due after the Cutoff Date on account of principal, including Principal PrepaymentsPrepayments collected after the Cutoff Date, on the Mortgage Loans; (bii) all scheduled payments on account of interest on the Mortgage Loans (minus the portion of any such payment which is allocable to the period prior to the Cutoff Date) adjusted to the related Mortgage Loan Remittance Rate; (ciii) all Liquidation Proceeds; (div) all proceeds received by the Seller under any title insurance policyInsurance Proceeds, hazard insurance policyincluding amounts required to be deposited pursuant to Section 4.10 and Section 4.11, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures, the Mortgage Loan documents or applicable law; (ev) all awards or settlements in Condemnation Proceeds with respect of condemnation proceedings or eminent domain affecting to any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures, the Mortgage Loan documents or applicable law; (fvi) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Section 3.03 and all amounts required to be deposited by the Company in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Section 3.03 or; (vii) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19Section 5.04; (gviii) any amount required to be deposited by in the Seller in connection with any REO Property Custodial Account pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment Sections 4.01, 4.14, 5.01, 5.03, 5.04 and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month6.02; and (jix) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policyall Buydown Funds. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without . Without limiting the generality of the foregoing, payments in the nature of late payment charges, fees for special services provided to a Mortgagor and assumption fees and other ancillary fees need not be deposited by the Seller Company in the Custodial Account. The Seller Company may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Company for the benefit of the PurchaserOwner, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (Ai) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (Bii) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Company shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Company and shall be subject to its withdrawal by the Selleror order from time to time. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Company out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingSterling Savings Bank, in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall initially be established and maintained at an institution with the approval of the Purchaser, or any successor thereto, and shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Seller. The Seller shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19; (g) any amount required to be deposited by the Seller in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller in the Custodial Account. The Seller may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, if the Seller shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller and shall be subject to withdrawal by the Seller. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller out of its own funds immediately as realizedremain uninvested.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLending[name of Servicer], in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Mae or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other another depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller Servicer shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.15, 11.17 and 11.19; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller Servicer out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the SellerServicer’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller Servicer in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingCornerstone Mortgage Company, in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall initially be established and maintained at J.X. Xxxxxx Chase Bank, or any successor thereto, and shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Seller. The Seller shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19; (g) any amount required to be deposited by the Seller in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller in the Custodial Account. The Seller may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, if the Seller shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller and shall be subject to withdrawal by the Seller. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller out of its own funds immediately as realizedremain uninvested.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingFifth Third Mortgage Company, in trust for Redwood Residential Acquisition Corporation Xxxxxx Xxxxxxx Mortgage Capital Inc. as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Xxxxxx Mae or Fxxxxxx Xxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller creation of any Custodial Account shall be evidenced by (i) a certification in the form of Exhibit 4 hereto, in the case of an account established with a depository affiliate of the Servicer, or (ii) a letter agreement in the form of Exhibit 5 hereto, in the case of an account held by a depository other than an affiliate of the Servicer. In either case, a copy of such certification or letter agreement shall be furnished to the Purchaser upon request. The Servicer shall deposit in the Custodial Account on a daily basisbasis on the Business Day following receipt thereof, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.14, 11.16 and 11.1911.18; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.1311.12; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Subsection 7.03, and all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03;; and (i) with respect to each Full Prepayment and each Partial Principal Prepayment, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Prepayment Interest ShortfallPrincipal Prepayment, equals one month’s interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the SellerServicer’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingBank of America, N.A., in trust for Redwood Residential Acquisition Corporation Xxxxxx Brothers Bank, FSB as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheldQualified Depository. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller creation of the Custodial Account shall be evidenced by a certificate delivered by the Servicer (the “Custodial Account Certification”) substantially in the form of Exhibit 9 hereto. The Servicer shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy (if any) or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.15, 11.17 and 11.19; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.13; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Subsection 7.03, and all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Principal Prepayment and each Partial Prepaymentin full, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Principal Prepayment Interest Shortfallin full, equals one month’s interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the SellerServicer’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller Servicer in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “"Custodial Account”"), in the form of time deposit or demand accounts, which may be interest bearing, titled “PrimeLending, "[name of Seller] in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.” Mortgagors - Fixed Rate Mortgage Loans". Such Custodial Account shall be an Eligible Account established with a commercial bankCitibank or, at the option of Seller and with the prior consent of Purchaser, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheldQualified Depository. In any each case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by Seller The creation of any Custodial Account shall be evidenced by (a) a certification in the Sellerform of Exhibit B hereto, in the case of an account established with Citibank, or (b) a letter agreement in the form of Exhibit C hereto, in the case of an account held by a depository other than Citibank. The Custodial Account will be established on the Closing Date and funds for the Mortgage Loans will be segregated accordingly into such account. In either case, a copy of such certification or letter agreement shall be furnished to Purchaser within five (5) Business days after the Closing Date and a copy to any subsequent purchaser upon request. Seller shall deposit in the Custodial Account on a daily basis, or as and when received from the Subservicer, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds Insurance Proceeds received by the Seller under any title insurance policytitle, hazard insurance policyhazard, Primary Mortgage Insurance Policy private mortgage guaranty or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 Sections 11.01, 11.03 and 11.1912.02; (g) any amount required to be deposited by the Seller amounts payable in connection with the repurchase of any REO Property Mortgage Loan pursuant to Subsection 11.13; (h) Section 6.03 or 6.04, and all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03;Section 6.03; and (ih) with respect to each Full full or partial Principal Prepayment and each Partial Prepaymentany amounts to the extent that collections of interest at the Mortgage Loan Remittance Rate are less than one (1) full month's interest at the applicable Mortgage Loan Remittance Rate ("Prepayment Interest Shortfalls"), an amount (such Prepayment Interest Shortfalls will be deposited by Seller to be paid by the Seller out extent of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually Fee received with respect to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policyrelated Due Period. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, charges and assumption fees and other ancillary fees need not be deposited by the Seller in the Custodial Account. The Seller may invest the Any interest or earnings on funds in the Custodial Account in Eligible Investments designated in the name of the Seller for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, if the Seller shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller and shall be subject to withdrawal by the Seller. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the depository institution shall accrue to the benefit of Seller out of its own funds immediately as realizedand Seller shall be entitled to retain and withdraw such interest from the Custodial Account.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “"Custodial Account”"), titled “PrimeLending"Bank of America, N.A., in trust for Redwood Residential Acquisition Corporation Xxxxxx Brothers Bank, FSB as Purchaser of Mortgage Loans and various Mortgagors.” " Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheldQualified Depository. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller creation of the Custodial Account shall be evidenced by a certificate delivered by the Servicer (the "Custodial Account Certification") substantially in the form of Exhibit 10 hereto. The Servicer shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy (if any) or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.15, 11.17 and 11.19; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.13; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Subsection 7.03, and all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Principal Prepayment and each Partial Prepaymentin full, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Principal Prepayment Interest Shortfallin full, equals one month's interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the Seller’s Servicer's aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller Servicer in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingGuardHill Financial Corp, in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Xxxxxx Xxx or Fxxxxxx Xxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall initially be established and maintained at XX Xxxxxx Chase, NA or any successor thereto, and shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Seller. The Seller shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19; (g) any amount required to be deposited by the Seller in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller in the Custodial Account. The Seller may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, if the Seller shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller and shall be subject to withdrawal by the Seller. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller out of its own funds immediately as realizedremain uninvested.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “"Custodial Account”"), titled “PrimeLending"GreenPoint Mortgage Funding, Inc., in trust for Redwood Residential Acquisition Corporation Morgan Stanley Mortgage Capital Inc. as Purchaser of Mortgage Loans and various Mortgagorsxxx xxrxxxx Xxrtgagors.” " Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Fannie Mae or Fxxxxxx Freddie Mac as an eligible depository institution for custodial accountsxxxxxxial accoxxxx. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In Xn any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller creation of any Custodial Account shall be evidenced by (i) a certification in the form of Exhibit 4 hereto, in the case of an account established with a depository affiliate of the Servicer, or (ii) a letter agreement in the form of Exhibit 5 hereto, in the case of an account held by a depository other than an affiliate of the Servicer. In either case, a copy of such certification or letter agreement shall be furnished to the Purchaser upon request. The Servicer shall deposit in the Custodial Account on a daily basisbasis on the Business Day following receipt thereof, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.14, 11.16 and 11.1911.18; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.1311.12; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Subsection 7.03, and all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03;; and (i) with respect to each Full Principal Prepayment and each Partial Prepaymentin full, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Principal Prepayment Interest Shortfallin full, equals one month's interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the Seller’s Servicer's aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Company shall segregate and hold all funds collected and received pursuant to each Mortgage Loan and REO Property separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “"Custodial Account”"), titled “PrimeLending, in trust for Redwood Residential Acquisition Corporation as Purchaser the form of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank non-interest bearing time deposit or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial demand accounts. The Custodial Account shall not be transferred to established with an Eligible Depository Institution. The creation of any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured evidenced by a letter agreement in the FDIC form of Exhibit B hereto. A copy of such certification or letter agreement shall be furnished to any Owner upon request. The Company shall deposit in a manner which shall provide maximum available insurance thereunder mortgage clearing account on a daily basis and which may be drawn on by the Seller. The Seller shall deposit in the Custodial Account on a daily basis, no later than the second Business Day thereafter and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date):therein: (ai) all scheduled payments due after the Cutoff Date on account of principal, including Principal PrepaymentsPrepayments collected after the Cutoff Date, on the Mortgage Loans; (bii) all payments on account of interest on the Mortgage Loans (minus the portion of any such payment which is allocable to the period prior to the Cutoff Date) adjusted to the related Mortgage Loan Remittance Rate; (ciii) all Liquidation Proceeds; (div) all proceeds received by the Seller under any title insurance policyInsurance Proceeds, hazard insurance policyincluding amounts required to be deposited pursuant to Sections 4.10, Primary Mortgage Insurance Policy or other insurance policy 4.11 and 4.18, other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures, the Mortgage Loan documents or applicable law; (ev) all awards or settlements in Condemnation Proceeds with respect of condemnation proceedings or eminent domain affecting to any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures, the Mortgage Loan documents or applicable law; (fvi) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Section 3.03 and all amounts required to be deposited by the Company in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Section 3.03 or; (vii) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19;Section 5.04; and (gviii) any amount required to be deposited by the Seller in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusivepursuant to Sections 4.01, it being understood 4.14, 5.01, 5.03 and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller in the Custodial Account. The Seller may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, if the Seller shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller and shall be subject to withdrawal by the Seller. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller out of its own funds immediately as realized6.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Company shall segregate and hold all funds collected and received pursuant to each Mortgage Loan and REO Property separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLending, in trust for Redwood Residential Acquisition Corporation as Purchaser the form of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank non-interest bearing time deposit or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial demand accounts. The Custodial Account shall not be transferred to established with an Eligible Depository Institution. The creation of any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured evidenced by a letter agreement in the FDIC form of Exhibit B hereto. A copy of such certification or letter agreement shall be furnished to any Owner upon request. The Company shall deposit in a manner which shall provide maximum available insurance thereunder mortgage clearing account on a daily basis and which may be drawn on by the Seller. The Seller shall deposit in the Custodial Account on a daily basis, no later than the second Business Day thereafter and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date):therein: (ai) all scheduled payments due after the Cutoff Date on account of principal, including Principal PrepaymentsPrepayments collected after the Cutoff Date, on the Mortgage Loans; (bii) all payments on account of interest on the Mortgage Loans (minus the portion of any such payment which is allocable to the period prior to the Cutoff Date) adjusted to the related Mortgage Loan Remittance Rate; (ciii) all Liquidation Proceeds; (div) all proceeds received by the Seller under any title insurance policyInsurance Proceeds, hazard insurance policyincluding amounts required to be deposited pursuant to Section 4.10 and Section 4.11, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures, the Mortgage Loan documents or applicable law; (ev) all awards or settlements in Condemnation Proceeds with respect of condemnation proceedings or eminent domain affecting to any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures, the Mortgage Loan documents or applicable law; (fvi) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Section 3.03 and all amounts required to be deposited by the Company in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Section 3.03 or; (vii) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19Section 5.04; (gviii) any amount required to be deposited by in the Seller in connection with any REO Property Custodial Account pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment Sections 4.01, 4.14, 5.01, 5.03 and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month6.02; and (jix) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policyall Buydown Funds. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without . Without limiting the generality of the foregoing, payments in the nature of late payment charges, fees for special services provided to a Mortgagor and assumption fees and other ancillary fees need not be deposited by the Seller Company in the Custodial Account. The Seller Company may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Company for the benefit of the PurchaserOwner, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (Ai) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (Bii) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Company shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Company and shall be subject to its withdrawal by the Selleror order from time to time. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Company out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLending[name of Servicer], in trust for Redwood Residential Acquisition Corporation Barclays Bank PLC as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Mae or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other another depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller Servicer shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.15, 11.17 and 11.19; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller Servicer out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the SellerServicer’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and; (j) amounts required to be deposited by the Seller Servicer in connection with the deductible clause of any hazard insurance policy; and (k) with respect to any repurchase of one or more Mortgage Loans, the amount of the related Repurchase Price pursuant to Section 7.03. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan and REO Property separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLending, in trust for Redwood Residential Acquisition Corporation as Purchaser the form of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank time deposit or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial demand accounts. The Custodial Account shall not be transferred to established with an Eligible Depository Institution. The creation of any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured evidenced by a letter agreement in the FDIC form of Exhibit F hereto. A copy of such certification or letter agreement shall be furnished to the Owner upon request. The Servicer shall deposit in a manner which shall provide maximum available insurance thereunder mortgage clearing account on a daily basis and which may be drawn on by the Seller. The Seller shall deposit in the Custodial Account on a daily basis, no later than the second Business Day thereafter and retain therein the following therein: (i) all scheduled payments due and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on collected under the Mortgage Loans due on or before Note after the related Cut-off Date): (a) all payments Effective Date on account of principal, including Principal PrepaymentsPrepayments collected after the Effective Date (and with respect to each full or partial Principal Prepayment, any Prepayment Interest Shortfall to the extent of the Servicer’s aggregate Servicing Fee received with respect to the related Prepayment Period), on the Mortgage Loans; (bii) all payments collected on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance RateLoans; (ciii) all Liquidation Proceeds; (div) all proceeds received by the Seller under any title insurance policyInsurance Proceeds, hazard insurance policyincluding amounts required to be deposited pursuant to Section 4.10 and Section 4.11, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures, the Mortgage Loan documents or applicable law; (ev) all awards or settlements in Condemnation Proceeds with respect of condemnation proceedings or eminent domain affecting to any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures, the Mortgage Loan documents or applicable law; (fvi) any P&I Advances; and (vii) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 Sections 4.01, 4.11, 4.14, 4.17, 5.01 and 11.19; (g) any amount required to be deposited by the Seller in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller in the Custodial Account. The Seller may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, if the Seller shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller and shall be subject to withdrawal by the Seller. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller out of its own funds immediately as realized6.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “"Custodial Account”"), titled “PrimeLending"The Hemisphere National Bank, in trust for Redwood Residential Acquisition Corporation Morgan Stanley Mortgage Capital Inc. as Purchaser of Mortgage Loans and various Mortgagorsxxx xaxxxxx Xortgagors.” " Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Fannie Mae or Fxxxxxx Freddie Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheldxxxxxdial accxxxxx. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller creation of any Custodial Account shall be evidenced by (i) a certification in the form of Exhibit 4 hereto, in the case of an account established with a depository affiliate of the Servicer, or (ii) a letter agreement in the form of Exhibit 5 hereto, in the case of an account held by a depository other than an affiliate of the Servicer. In either case, a copy of such certification or letter agreement shall be furnished to the Purchaser upon request. The Servicer shall deposit in the Custodial Account on a daily basisbasis on the Business Day following receipt thereof, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.14, 11.16 and 11.1911.18; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.1311.12; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Subsection 7.03, and all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03;; and (i) with respect to each Full Prepayment and each Partial Principal Prepayment, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Prepayment Interest ShortfallPrincipal Prepayment, equals one month's interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the Seller’s Servicer's aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingBank of America, National Association, in trust for Redwood Residential Acquisition Corporation as the Purchaser of Residential Mortgage Loans serviced under a Flow Mortgage Loan Sale and Servicing Agreement, dated as of December 1, 2004, and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial accountsQualified Depository. The Custodial Account shall initially be established and maintained at Bank of America, National Association, or any successor thereto, and shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller Servicer shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to on or after the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and Sections 11.15, 11.17 or 11.19; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection Section 11.13; (h) all any amounts required to be deposited by the Seller payable in connection with shortfalls in principal amount of Substitute a Mortgage Loans pursuant to Subsection Loan repurchase under Section 6.03 or 7.03.; (i) with respect to each Full Prepayment and each Partial Principal Prepayment, an amount the related Prepayment Interest Shortfall (to be paid by the Seller Servicer out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the SellerServicer’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and; (j) amounts required to be deposited by the Seller Servicer in connection with the deductible clause of any hazard insurance policy; and (k) any BPP Mortgage Loan Payments payable by the Servicer pursuant to Section 11.28. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees fees, BPP Fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLending[ ], in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall initially be established and maintained at [ ], or any successor thereto, and shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Seller. The Seller shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19; (g) any amount required to be deposited by the Seller in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller in the Custodial Account. The Seller may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, if the Seller shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller and shall be subject to withdrawal by the Seller. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller out of its own funds immediately as realized.remain uninvested

Establishment of Custodial Account; Deposits in Custodial Account. The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingBenchmark Bank, in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The Notwithstanding the immediately preceding sentence, the parties hereto agree that the Custodial Account shall initially be established and maintained at Benchmark Bank, or any successor thereto, and shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Seller. The Seller shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19; (g) any amount required to be deposited by the Seller in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller in the Custodial Account. The Seller may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, if the Seller shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller and shall be subject to withdrawal by the Seller. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller out of its own funds immediately as realizedremain uninvested.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingSelect Portfolio Servicing, Inc., in trust for Redwood Residential Acquisition Corporation as Purchaser Owner of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall initially be established and maintained at JPMorgan Chase Bank, N.A., or any successor thereto, and shall not be transferred to any other depository institution without the PurchaserOwner’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller Servicer shall deposit in the Custodial Account on a daily basisAccount, in accordance with Section 11.03, and retain therein therein, the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller seller of the related Mortgage Loan in connection with shortfalls in principal amount of Substitute substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such monthLoans; and (ji) amounts required to be deposited by the Seller Servicer in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the PurchaserOwner, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized. For all Eligible Investments rated at least “A1/A+”(short/long) that have terms greater than 60 days, in the event of a downgrade of such Eligible Investment below “A1” (or “A+” if no short term rating), the Servicer agrees to remove such Eligible Investment within 60 days of such downgrade. The Servicer acknowledges and agrees that the Servicer shall bear any losses incurred with respect to removal of such Eligible Investment following such a downgrade and that any losses shall be immediately deposited by the Servicer in the Custodial Account out of the Servicer’s own funds, with no right to reimbursement therefor.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “"Custodial Account”"), titled “PrimeLending"American Home Mortgage Servicing, Inc., in trust for Redwood Residential Acquisition Corporation Morgan Stanley Mortgage Capital Inc. as Purchaser of Mortgage Loans and various Lxxxx xnx xxxxxus Mortgagors.” " Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Fannie Mae or Fxxxxxx Freddie Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheldxxx xustodial xxxxxxts. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller creation of any Custodial Account shall be evidenced by (i) a certification in the form of Exhibit 4 hereto, in the case of an account established with a depository affiliate of the Servicer, or (ii) a letter agreement in the form of Exhibit 5 hereto, in the case of an account held by a depository other than an affiliate of the Servicer. In either case, a copy of such certification or letter agreement shall be furnished to the Purchaser upon request. The Servicer shall deposit in the Custodial Account on a daily basiswithin forty-eight (48) hours following receipt thereof, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.14, 11.16 and 11.1911.18; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.1311.12; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Subsection 7.03, and all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03;; and (i) with respect to each Full Prepayment and each Partial Principal Prepayment, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Prepayment Interest ShortfallPrincipal Prepayment, equals one month's interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the Seller’s Servicer's aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingBank of America, National Association, in trust for Redwood Residential Acquisition Corporation RWT Holdings, Inc. as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Mae or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall initially be established and maintained at Bank of America, National Association, or any successor thereto, and shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller Servicer shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.15, 11.17 and 11.19; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller Servicer out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the SellerServicer’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller Servicer in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “"Custodial Account”"), titled “PrimeLending"GreenPoint Mortgage Funding, Inc., in trust for Redwood Residential Acquisition Corporation Morgan Stanley Mortgage Capital Inc. as Purchaser of Mortgage Loans and various Loxxx xxd xxxxxxs Mortgagors.” " Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Fannie Mae or Fxxxxxx Freddie Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheldxxx xxstodial xxxxxxxs. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller creation of any Custodial Account shall be evidenced by (i) a certification in the form of Exhibit 4 hereto, in the case of an account established with a depository affiliate of the Servicer, or (ii) a letter agreement in the form of Exhibit 5 hereto, in the case of an account held by a depository other than an affiliate of the Servicer. In either case, a copy of such certification or letter agreement shall be furnished to the Purchaser upon request. The Servicer shall deposit in the Custodial Account on a daily basisbasis on the Business Day following receipt thereof, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.14, 11.16 and 11.1911.18; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.1311.12; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Subsection 7.03, and all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03;; and (i) with respect to each Full Principal Prepayment and each Partial Prepaymentin full, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Principal Prepayment Interest Shortfallin full, equals one month's interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the Seller’s Servicer's aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingAmerican Pacific Mortgage Corporation, in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall initially be established and maintained at Texas Capital Bank, or any successor thereto, and shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Seller. The Seller shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19; (g) any amount required to be deposited by the Seller in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller in the Custodial Account. The Seller may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, if the Seller shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller and shall be subject to withdrawal by the Seller. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller out of its own funds immediately as realizedremain uninvested.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingBank of Commerce Mortgage, in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall initially be established and maintained at First Republic Bank, or any successor thereto, and shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Seller. The Seller shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19; (g) any amount required to be deposited by the Seller in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller in the Custodial Account. The Seller may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, if the Seller shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller and shall be subject to withdrawal by the Seller. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller out of its own funds immediately as realizedremain uninvested.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “"Custodial Account”"), in the form of time deposit or demand accounts, which may be interest bearing, titled “PrimeLending"CitiMortgage, Inc. in trust for Redwood Purchaser and various Mortgagors - Fixed and Adjustable Rate Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.” - P&I". Such Custodial Account shall be an Eligible Account established with Citibank or, at the option of Seller, with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac FNMA and FHLMC as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to creation of any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured evidenced by (a) a certification in the FDIC form of Exhibit B hereto, in the case of an account estab-lished with Citibank, or (b) a manner which letter agree-ment in the form of Exhibit C hereto, in the case of an account held by a depository other than Citibank. In either case, a copy of such certification or letter agreement shall provide maximum available insurance thereunder be furnished to Purchaser within five (5) Business Days after the initial Closing Date and which may be drawn on by the Sellera copy to any subsequent purchaser upon request. The Seller shall deposit in the Custodial Account on a daily basis, and in any event, no later than two (2) Business Days after receipt thereof, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation ProceedsMonthly Advances required pursuant to Section 11.03 hereof; (d) all Liquidation Proceeds; (e) all proceeds received by the Seller under any title insurance policytitle, hazard insurance policyhazard, Primary Mortgage Insurance Policy private mortgage guaranty or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (ef) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property Condemnation Proceeds and Insurance Proceeds which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (fg) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 Sections 10.13 11.01, 11.03 and 11.19; (g) any amount required to be deposited by the Seller in connection with any REO Property pursuant to Subsection 11.1312.02; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Section 6.03, and all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03;Section 6.03; and (i) with respect to each Full full or partial Principal Prepayment and each Partial Prepaymentreceived in the calendar month prior to the Remittance Date, an amount any amounts to the extent that collections of interest at the Mortgage Loan Remittance Rate are less than one (1) full month’s interest at the applicable Mortgage Loan Remittance Rate (“Prepayment Interest Shortfalls”), such Prepayment Interest Shortfalls will be deposited by Seller to be paid by the Seller out extent of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policyrelated Due Period. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, charges and assumption fees and other ancillary fees need not be deposited by the Seller in the Custodial Account. The Seller may invest the Any interest or earnings on funds in the Custodial Account in Eligible Investments designated in the name of the Seller for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, if the Seller shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller and shall be subject to withdrawal by the Seller. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the depository institution shall accrue to the benefit of Seller out of its own funds immediately as realizedand Seller shall be entitled to retain and withdraw such interest from the Custodial Account pursuant to Section 10.10(g).

Establishment of Custodial Account; Deposits in Custodial Account. The provisions that follow in this Section 11.04 shall be applicable only if the actual Servicing Transfer Date occurs more than two calendar months after the related Closing Date. If the following provisions are not applicable, the “Custodial Account” as used elsewhere in this Agreement shall mean the deposit or other account that the Seller maintains for purposes of collecting mortgage loan payments on behalf of third parties. The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingSeller, in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Xxxxxx Xxx or Fxxxxxx Xxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall initially be established and maintained at an institution reasonably acceptable to the Seller and the Purchaser, and shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Seller. The Seller shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19; (g) any amount required to be deposited by the Seller in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03;; and (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller in the Custodial Account. The Seller may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, if the Seller shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller and shall be subject to withdrawal by the Seller. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller out of its own funds immediately as realizedremain uninvested.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingin the name of ABN AMRO Mortgage Group, Inc., in trust for Redwood Residential Acquisition Corporation RWT Holdings, Inc. as Purchaser of Mortgage Loans and various Mortgagors.” Loans. Such Custodial Account shall be established as an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac Agency as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to creation of any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured evidenced by the FDIC in a manner certification, a copy of which certification shall provide maximum available insurance thereunder and which may be drawn on by the Sellerfurnished to Purchaser upon request. The Seller shall deposit in the Custodial Account on a daily basis, and retain therein therein, the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off DateDate as provided in Section 11.17): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy policy, other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing ProceduresProcedures and the Mortgage Loan Documents; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing ProceduresProcedures and the Mortgage Loan Documents; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 Sections 11.15, 11.17 and 11.19; (g) any amount required to be deposited by the Seller in connection with any REO Property pursuant to Subsection Section 11.13; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Section 6.03, and all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03;Section 6.03; and (i) with respect to each Full Principal Prepayment and each Partial Prepaymentin full, an amount the Prepayment Interest Shortfall (to be paid by the Seller out of its own funds) equal to , but not in excess of its aggregate Servicing Fee for the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policyrelated Due Period). The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees fees, prepayment penalties or premium and other ancillary fees need not be deposited by the Seller in the Custodial Account, and may be retained by Seller as additional compensation. The Seller may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof thereof, to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller and shall be subject to withdrawal by the Seller. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingUS Bank, N.A., in trust for Redwood Residential Acquisition Corporation Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Xxxxxx Mae or Fxxxxxx Xxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller creation of any Custodial Account shall be evidenced by (i) a certification in the form of Exhibit 4 hereto, in the case of an account established with a depository affiliate of the Servicer, or (ii) a letter agreement in the form of Exhibit 5 hereto, in the case of an account held by a depository other than an affiliate of the Servicer. In either case, a copy of such certification or letter agreement shall be furnished to the Purchaser upon request. The Servicer shall deposit in the Custodial Account on a daily basisbasis on the Business Day following receipt thereof, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.14, 11.16 and 11.1911.18; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.1311.12; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Subsection 7.03, and all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03;; and (i) with respect to each Full Prepayment and each Partial Principal Prepayment, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Prepayment Interest ShortfallPrincipal Prepayment, equals one month’s interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the SellerServicer’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Company shall segregate and hold all funds collected and received pursuant to each Mortgage Loan and REO Property separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “"Custodial Account”"), titled “PrimeLending, in trust for Redwood Residential Acquisition Corporation as Purchaser the form of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank non-interest bearing time deposit or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial demand accounts. The Custodial Account shall not be transferred to established with an Eligible Depository Institution. The creation of any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured evidenced by a letter agreement in the FDIC form of Exhibit B hereto. A copy of such certification or letter agreement shall be furnished to any Owner upon request. The Company shall deposit in a manner which shall provide maximum available insurance thereunder mortgage clearing account on a daily basis and which may be drawn on by the Seller. The Seller shall deposit in the Custodial Account on a daily basis, no later than the second Business Day thereafter and retain therein the following therein: (i) all scheduled payments and collections received or made by it subsequent to due after the related Cut-off Cutoff Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal PrepaymentsPrepayments collected after the related Cutoff Date, on the Mortgage Loans; (bii) all scheduled payments on account of interest on the Mortgage Loans (minus the portion of any such payment which is allocable to the period prior to the related Cutoff Date) adjusted to the related Mortgage Loan Remittance Rate; (ciii) all Liquidation Proceeds; (div) all proceeds received by the Seller under any title insurance policyInsurance Proceeds, hazard insurance policyincluding amounts required to be deposited pursuant to Section 4.10 and Section 4.11, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures, the Mortgage Loan documents or applicable law; (ev) all awards or settlements in Condemnation Proceeds with respect of condemnation proceedings or eminent domain affecting to any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures, the Mortgage Loan documents or applicable law; (fvi) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Section 3.03 and all amounts required to be deposited by the Company in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Section 3.03 or; (vii) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19;Section 5.04; and (gviii) any amount required to be deposited by the Seller in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusivepursuant to Sections 4.01, it being understood 4.14, 5.01, 5.03, 5.04 and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller in the Custodial Account. The Seller may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, if the Seller shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller and shall be subject to withdrawal by the Seller. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller out of its own funds immediately as realized6.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan and REO Property separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLending, in trust for Redwood Residential Acquisition Corporation as Purchaser the form of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank time deposit or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial demand accounts. The Custodial Account shall not be transferred to established with an Eligible Depository Institution. The creation of any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured evidenced by a letter agreement in the FDIC form of Exhibit F hereto. A copy of such certification or letter agreement shall be furnished to the Owner upon request. The Servicer shall deposit in a manner which shall provide maximum available insurance thereunder mortgage clearing account on a daily basis and which may be drawn on by the Seller. The Seller shall deposit in the Custodial Account on a daily basis, no later than the second Business Day thereafter and retain therein the following therein: (i) all scheduled payments due and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on collected under the Mortgage Loans due on or before Note after the related Cut-off Date): (a) all payments Effective Date on account of principal, including Principal PrepaymentsPrepayments collected after the Effective Date (and with respect to each full or partial Principal Prepayment, any Prepayment Interest Shortfall to the extent of the Servicer’s aggregate Servicing Fee received with respect to the related Prepayment Period), on the Mortgage Loans; (bii) all payments collected on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance RateLoans; (ciii) all Liquidation Proceeds; (div) all proceeds received by the Seller under any title insurance policyInsurance Proceeds, hazard insurance policyincluding amounts required to be deposited pursuant to Section 4.10 and Section 4.11, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures, the Mortgage Loan documents or applicable law; (ev) all awards or settlements in Condemnation Proceeds with respect of condemnation proceedings or eminent domain affecting to any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures, the Mortgage Loan documents or applicable law; (fvi) any P&I Advances; and (vii) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 Sections 4.01, 4.11, 4.14, 4.17, 5.01 and 11.19; (g) any amount required to be deposited by the Seller in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy6.02. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood . Any interest paid and agreed that, without limiting investment income on funds deposited in the generality Custodial Account by the Eligible Depository Institution shall accrue to the benefit of the foregoing, payments Servicer and shall be considered Ancillary Income (excluding prepayment penalties) payable in accordance with the terms of this Agreement. Payments in the nature of late payment charges, fees for special services provided to a Mortgagor, assumption fees and all other ancillary fees Ancillary Income may be retained by the Servicer and do not need not to be deposited by the Seller in the Custodial Account. .. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the PurchaserOwner, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (Ai) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (Bii) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by considered Ancillary Income payable in accordance with the Sellerterms of this Agreement. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingBank of America, N.A., in trust for Redwood Residential Acquisition Corporation Xxxxxx Brothers Bank, FSB as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Xxxxxx Xxx or Fxxxxxx Xxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller creation of the Custodial Account shall be evidenced by a certificate delivered by the Servicer (the “Custodial Account Certification”) substantially in the form of Exhibit 9 hereto. The Servicer shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy (if any) or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.15, 11.17 and 11.19; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.13; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Subsection 7.03, and all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Principal Prepayment and each Partial Prepaymentin full, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Principal Prepayment Interest Shortfallin full, equals one month’s interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the SellerServicer’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller Servicer in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “"Custodial Account”"), titled “PrimeLending"GreenPoint Mortgage Funding, Inc., in trust for Redwood Residential Acquisition Corporation Xxxxxx Xxxxxxx Mortgage Capital Inc. as Purchaser of Mortgage Loans and various Mortgagors.” " Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Xxxxxx Mae or Fxxxxxx Xxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller creation of any Custodial Account shall be evidenced by (i) a certification in the form of Exhibit 4 hereto, in the case of an account established with a depository affiliate of the Servicer, or (ii) a letter agreement in the form of Exhibit 5 hereto, in the case of an account held by a depository other than an affiliate of the Servicer. In either case, a copy of such certification or letter agreement shall be furnished to the Purchaser upon request. The Servicer shall deposit in the Custodial Account on a daily basisbasis on the Business Day following receipt thereof, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.14, 11.16 and 11.1911.18; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.1311.12; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Subsection 7.03, and all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03;; and (i) with respect to each Full Principal Prepayment and each Partial Prepaymentin full, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Principal Prepayment Interest Shortfallin full, equals one month's interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the Seller’s Servicer's aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “"Custodial Account”"), titled “PrimeLending"Bank of America, N.A., in trust for Redwood Residential Acquisition Corporation Lehman Brothers Bank, FSB as Purchaser of Mortgage Loans and various Mortgagorsvarioux Xxxxgagors.” " Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheldQualified Depository. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller creation of the Custodial Account shall be evidenced by a certificate delivered by the Servicer (the "Custodial Account Certification") substantially in the form of Exhibit 10 hereto. The Servicer shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy (if any) or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.15, 11.17 and 11.19; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.13; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Subsection 7.03, and all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Principal Prepayment and each Partial Prepaymentin full, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Principal Prepayment Interest Shortfallin full, equals one month's interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the Seller’s Servicer's aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller Servicer in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingWxxxx Fargo Bank, N.A., in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.Mortgagors – P & I.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Mae or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall initially be established and maintained at Wxxxx Fargo Bank, N.A., or any successor thereto, and shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheldcomplying with Subsection 11.09. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller Servicer shall deposit in the Custodial Account a mortgage clearing account on a daily basis, and in the Custodial Account within two (2) Business Days of the Servicer’s receipt, and retain therein therein, the following payments and collections received by the Servicer and any other amounts required to be deposited by the Servicer pursuant to this Agreement after the Cut-off Date, or made received by it subsequent the Servicer prior to the related Cut-off Date but allocable to a period subsequent thereto (other than in respect payments of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.15, 11.17 and 11.19; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03[Reserved]; (i) with respect to each Full Principal Prepayment and each Partial Principal Prepayment, an amount (to be paid by the Seller Servicer out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the SellerServicer’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller Servicer in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized. Notwithstanding anything to the contrary in this Agreement, in the event of a downgrade of such Eligible Investment below the requirements set forth herein, Servicer agrees to replace such Eligible Investment within 60 days of such downgrade, unless sufficient credit support acceptable to Fitch Ratings is obtained. Servicer acknowledges and agrees that Servicer shall bear any losses incurred with respect to replacement of such Eligible Investment following such a downgrade and that any losses shall be immediately deposited by the Servicer in the Custodial Account, as appropriate, out of the Servicer’s own funds, with no right to reimbursement therefor.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts custodial accounts (collectively, the “Custodial Account”), in the form of time deposit or demand, which may be interest bearing, titled “PrimeLendingOcwen Loan Servicing, LLC” in trust for Redwood Residential Acquisition Corporation as Purchaser of HLSS Mortgage Loans Master Trust and various Mortgagors.” Such Mortgagors - Mortgage Loans”. The Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial accountsAccount. The Custodial Account shall not be transferred to any maintained as a segregated account, separate and apart from other depository institution without accounts or trust funds created for Persons other than the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Seller. The Seller Servicer shall deposit in the Custodial Account on a daily basisAccount, within two (2) Business Days after receipt, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Off Date): (a) all payments on account of principal, including Principal Prepaymentsprincipal prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policytitle, hazard insurance policyhazard, Primary Mortgage Insurance Policy private mortgage guaranty or other insurance policy other than proceeds to be held in the Escrow Account and or applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Acceptable Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings Condemnation Proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Acceptable Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19;Section 7.1; and (g) any amount required to be deposited by the Seller in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount Purchase Price Adjustments or (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and (jii) amounts required to be deposited by the Seller payable in connection with the deductible clause repurchase of any hazard insurance policyMortgage Loan pursuant to Section 3.3. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees charges and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLending[SERVICER], in trust for Redwood Residential Acquisition Corporation Gxxxxxx Sxxxx Mortgage Company as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Freddie Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller creation of any Custodial Account shall be evidenced by (i) a certification in the form of Exhibit 4 hereto, in the case of an account established with a depository affiliate of the Servicer, or (ii) a letter agreement in the form of Exhibit 5 hereto, in the case of an account held by a depository other than an affiliate of the Servicer. In either case, a copy of such certification or letter agreement shall be furnished to the Purchaser upon request. The Servicer shall deposit in the Custodial Account on a daily basisbasis on the Business Day following receipt thereof, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.14, 11.16 and 11.1911.18; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.1311.12; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Subsection 7.03, and all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03; (i) all Simple Interest Shortfall Payments with respect to the Simple Interest Mortgage Loans for the related Due Period; and (j) with respect to each Full Prepayment and each Partial Principal Prepayment, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Prepayment Interest ShortfallPrincipal Prepayment, equals one month’s interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the SellerServicer’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “"Custodial Account”"), titled “PrimeLending"GreenPoint Mortgage Funding, Inc., in trust for Redwood Residential Acquisition Corporation Morgan Stanley Mortgage Capital Inc. as Purchaser of Mortgage Loans and various Xxxxx axx xxxxous Mortgagors.” " Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Fannie Mae or Fxxxxxx Freddie Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheldinstitutiox xxx custodiax xxxxxnts. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller creation of any Custodial Account shall be evidenced by (i) a certification in the form of Exhibit 4 hereto, in the case of an account established with a depository affiliate of the Servicer, or (ii) a letter agreement in the form of Exhibit 5 hereto, in the case of an account held by a depository other than an affiliate of the Servicer. In either case, a copy of such certification or letter agreement shall be furnished to the Purchaser upon request. The Servicer shall deposit in the Custodial Account on a daily basisbasis on the Business Day following receipt thereof, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.14, 11.16 and 11.1911.18; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.1311.12; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Subsection 7.03, and all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03;; and (i) with respect to each Full Principal Prepayment and each Partial Prepaymentin full, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Principal Prepayment Interest Shortfallin full, equals one month's interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the Seller’s Servicer's aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “"Custodial Account”"), titled “PrimeLending"[SERVICER], in trust for Redwood Residential Acquisition Corporation Morgan Stanley Mortgage Capital Inc. as Purchaser of Mortgage Loans and various Mortgagorsxxx xxrxxxx Xxrtgagors.” " Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Fannie Mae or Fxxxxxx Freddie Mac as an eligible depository institution for custodial accountsxxxxxxial accoxxxx. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In Xn any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller creation of any Custodial Account shall be evidenced by (i) a certification in the form of Exhibit 4 hereto, in the case of an account established with a depository affiliate of the Servicer, or (ii) a letter agreement in the form of Exhibit 5 hereto, in the case of an account held by a depository other than an affiliate of the Servicer. In either case, a copy of such certification or letter agreement shall be furnished to the Purchaser upon request. The Servicer shall deposit in the Custodial Account on a daily basisbasis on the Business Day following receipt thereof, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.14, 11.16 and 11.1911.18; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.1311.12; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Subsection 7.03, and all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03;; and (i) with respect to each Full Prepayment and each Partial Principal Prepayment, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Prepayment Interest ShortfallPrincipal Prepayment, equals one month's interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the Seller’s Servicer's aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingProvident Savings Bank, in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall initially be established and maintained at Provident Savings Bank, or any successor thereto, and shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Seller. The Seller shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19; (g) any amount required to be deposited by the Seller in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller in the Custodial Account. The Seller may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, if the Seller shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller and shall be subject to withdrawal by the Seller. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller out of its own funds immediately as realizedremain uninvested.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Company shall segregate and hold all funds collected collec-txx and received pursuant pur-suant to each Mortgage Loan and REO Property separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectivelycollec-tively, the “"Custodial Account”"), titled “PrimeLending, in trust for Redwood Residential Acquisition Corporation as Purchaser the form of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank non-interest bearing time deposit or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial demand accounts. The Custodial Account shall not be transferred to established with an Eligible Depository Institution. The creation of any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured evidenced by a letter agree-ment in the FDIC form of Exhibit B hereto. A copy of such certifi-ca-tion or letter agreement shall be furnished to any Owner upon request. The Company shall deposit in a manner which shall provide maximum available insurance thereunder mortgage clearing account on a daily basis and which may be drawn on by the Seller. The Seller shall deposit in the Custodial Account on a daily basis, no later than the second Business Day thereafter and retain therein the following therein: (i) all scheduled payments and collections received or made by it subsequent to due after the related Cut-off Cutoff Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including includ-ing Principal PrepaymentsPrepayments collected after the related Cutoff Date, on the Mortgage Loans; (bii) all scheduled payments on account of interest on the Mortgage Loans (minus the portion of any such payment which is allocable to the period prior to the related Cutoff Date) adjusted to the related Mortgage Loan Remittance Rate; (ciii) all Liquidation Proceeds; (div) all proceeds received by the Seller under any title insurance policyInsurance Proceeds, hazard insurance policyincluding amounts required to be deposited pursuant to Section 4.10 and Section 4.11, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Custom-ary Servicing Procedures, the Mortgage Loan documents or applicable law; (ev) all awards or settlements in Condemnation Proceeds with respect of condemnation proceedings or eminent domain affecting to any Mortgaged Mort-gaged Property which are not released to the Mortgagor in accordance accor-dance with Customary Servicing Procedures, the Mortgage Loan documents or applicable law; (fvi) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Section 3.03 and all amounts required to be deposited by the Company in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Section 3.03 or; (vii) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19;Section 5.04; and (gviii) any amount required to be deposited by in the Seller in connection with any REO Property Custodial Account pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment Sections 4.01, 4.14, 5.01, 5.03, 5.04 and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy6.02. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without . Without limiting the generality of the foregoing, payments in the nature of late payment charges, fees for special services provided to a Mortgagor and assumption fees and other ancillary fees need not be deposited by the Seller Company in the Custodial Account. The Seller Company may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Company for the benefit of the PurchaserOwner, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (Ai) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (Bii) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Company shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Company and shall be subject to its withdrawal by the Selleror order from time to time. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Company out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold deliver all funds collected and received pursuant to each Mortgage Loan separate and apart from any for the benefit of its own funds and general assets and shall establish and maintain one or more Custodial Accounts the Lender to the account designated by the Custodian (collectively, the “Custodial Account”), titled “PrimeLending, in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Seller. The Seller Servicer shall deposit in the Custodial Account on a daily basis, and retain therein basis the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date):day of such receipt and confirmation of such payments and collections: (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance RateLoans; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy policy or other insurance policy other than proceeds to be held in the Escrow Account Accounts and applied to the restoration or repair of the a Mortgaged Property or released to the Mortgagor a Borrower in accordance with the applicable Loan Documents and Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor Borrower in accordance with the applicable Loan Documents and Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19Subsection 6.15; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month6.13; and (jh) amounts required to be deposited by the Seller Servicer in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments made to the Servicer by the Borrower in the nature of late payment charges, assumption fees and other ancillary fees that are Additional Servicing Compensation as defined in this Agreement need not be deposited by the Seller Servicer in the Custodial Account. The Seller may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, if the Seller shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller and shall be subject to withdrawal by the Seller. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Seller/Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “"Custodial Account”"), titled “PrimeLending"ABN AMRO Mortgage Group, Inc., in trust for Redwood Residential Acquisition Corporation Xxxxxxxxx Mortgage Home Loans, Inc., as Purchaser of Mortgage Loans and various Mortgagors.” " Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller/Servicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Xxxxxx Xxx or Fxxxxxx Xxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Selleran Eligible Account. The Seller creation of any Custodial Account shall be evidenced by a certification in the form of Exhibit 4 hereto. A copy of such certification shall be furnished to the Purchaser. The Seller/Servicer shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off DateDate as discussed in Subsection 11.17): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Seller/Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing ProceduresProcedures and the Mortgage Loan Documents; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing ProceduresProcedures and the Mortgage Loan Documents; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.15, 11.17 and 11.19, or as otherwise required by this Agreement; (g) any amount required to be deposited by the Seller Seller/Servicer in connection with any REO Property pursuant to Subsection 11.13; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Subsections 6.03 and 6.05, and all amounts required to be deposited by the Seller Seller/Servicer in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03;6.03; and (i) with respect to each Full Prepayment and each Partial Principal Prepayment, an amount (to be paid by the Seller out of Seller/Servicer from its own funds) equal that, when added to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited all amounts allowable to the total amount of Servicing Fees actually interest received with respect to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause Principal Prepayment, equals one month's interest on the amount of any hazard insurance policyprincipal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Seller/Servicer in the Custodial Account, and may be retained by the by the Seller/Servicer as additional compensation. The Seller Seller/Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Seller/Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Seller/Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Seller/Servicer and shall be subject to withdrawal by the Seller/Servicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Seller/Servicer out of its own funds immediately as realized, without reimbursement therefor.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicing Administrator shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLending[Name of Subservicer], in trust for Redwood Residential J.X. Xxxxxx Mortgage Acquisition Corporation Corp., as Purchaser of Mortgage Loans and various Mortgagors.” Loans”. Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial accountsAccount. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, creation of the Custodial Account shall be insured evidenced by a certificate delivered to the Purchaser by the FDIC Servicing Administrator (the “Custodial Account Certification”) in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Sellerform of Exhibit 7. The Seller Servicing Administrator shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date):), within two (2) Business Days of receipt of such payments and collections: (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicing Administrator under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.15, 11.17 and 11.19; (g) any amount required to be deposited by the Seller Servicing Administrator in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller Servicing Administrator in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such monthCompensating Interest; and (j) amounts required to be deposited by the Seller Servicing Administrator in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicing Administrator in the Custodial AccountAccount and such payments may be retained by the Servicing Administrator. The Seller Servicing Administrator may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicing Administrator for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on such Remittance Date if the Servicing Transfer Date or such Remittance Date, as applicable, if the Seller Administrator shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserPurchaser or its designee) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicing Administrator and shall be subject to withdrawal by the SellerServicing Administrator. The Prior to the related Remittance Date, the amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicing Administrator out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “"Custodial Account”"), titled “PrimeLending"Bank of America, N.A., in trust for Redwood Residential Acquisition Corporation Xxxxxx Brothers Bank, FSB as Purchaser of Mortgage Loans and various Mortgagors.” " Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheldQualified Depository. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller creation of the Custodial Account shall be evidenced by a certificate delivered by the Servicer (the "Custodial Account Certification") substantially in the form of Exhibit 9 hereto. The Servicer shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy (if any) or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.15, 11.17 and 11.19; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.13; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Subsection 7.03, and all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Principal Prepayment and each Partial Prepaymentin full, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Principal Prepayment Interest Shortfallin full, equals one month's interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the Seller’s Servicer's aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller Servicer in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “"Custodial Account”"), titled “PrimeLending"Bank of America, N.A., in trust for Redwood Residential Acquisition Corporation Lehman Brothers Bank, FSB as Purchaser of Mortgage Loans and various MortgagorsXxxxxxgors.” " Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Fannie Mae or Fxxxxxx Freddie Mac as an eligible depository institution for custodial accountscxxxxxxax xccouxxx. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In Xx any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller creation of the Custodial Account shall be evidenced by a certificate delivered by the Servicer (the "Custodial Account Certification") substantially in the form of Exhibit 9 hereto. The Servicer shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.15, 11.17 and 11.19; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.13; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Subsection 7.03, and all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Principal Prepayment and each Partial Prepaymentin full, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Principal Prepayment Interest Shortfallin full, equals one month's interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the Seller’s Servicer's aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller Servicer in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingSeller, in trust for Redwood Residential Acquisition Corporation XXXX N.A., as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Xxxxxx Xxx or Fxxxxxx Freddie Mac as an eligible depository institution for custodial accounts. The Custodial Account shall initially be established and maintained at an institution reasonably acceptable to the Seller and the Purchaser, and shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Seller. The Seller shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 10.16 and 11.1910.20; (g) any amount required to be deposited by the Seller in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy10.14. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller in the Custodial Account. The Seller may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, if the Seller shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller and shall be subject to withdrawal by the Seller. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller out of its own funds immediately as realizedremain uninvested.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), in the form of time deposit or demand accounts, which may be interest bearing, titled “PrimeLending, [name of Servicer] in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.” Mortgagors - Mortgage Loans”. Such Custodial Account shall be an Eligible Account established Account. On or prior to the Closing Date and thereafter upon Purchaser’s request, the Servicer shall provide the Purchaser with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate written confirmation of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The existence of such Custodial Account shall not be transferred to any other depository institution without in the Purchaser’s approval, which shall not unreasonably be withheld. form of Exhibit I. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller Servicer shall deposit in the Custodial Account on a daily basisAccount, within two (2) Business Days after receipt, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal PrepaymentsPrepayments and Prepayment Penalties, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policytitle, hazard insurance policyhazard, Primary Mortgage Insurance Policy private mortgage guaranty or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Accepted Servicing ProceduresPractices; (e) all awards or settlements in respect of condemnation proceedings or eminent domain Condemnation Proceeds affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Accepted Servicing ProceduresPractices; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 Sections 14.01 and 11.1915.02; (g) all Monthly Advances; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Section 8.03; (i) with respect to each full or partial Principal Prepayment any amounts to the extent that collections of interest at the Mortgage Interest Rate are less than one (1) full month’s interest at the applicable Mortgage Interest Rate (“Prepayment Interest Shortfalls”); provided, that the Servicer’s aggregate obligation under this clause (i) to deposit Prepayment Interest Shortfalls shall be limited to its aggregate Servicing Fee received with respect to the related Due Period; (j) any amount required to be deposited by the Seller Servicer in connection with any REO Property, rents received for the period to the sale of the related REO Property and all REO Disposition Proceeds pursuant to Subsection 11.13;Section 7.17; and (hk) all any amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policylosses on Eligible Investments. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, charges and assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, if the Seller shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized. If any default occurs in the making of a payment due under any Eligible Investment, or if a default occurs in any other performance required under any Eligible Investment, the Servicer shall notify the Purchaser and the Servicer shall immediately take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings, at the expense of the Servicer.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), in the form of time deposit or demand accounts, which may be interest bearing, titled “PrimeLending, [name of Servicer] in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.” Mortgagors - Mortgage Loans”. Such Custodial Account shall be an Eligible Account established with a Citibank or, at the option of Servicer, with another commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Xxxxxx Mae or Fxxxxxx Xxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller creation of any Custodial Account shall be evidenced by (a) a certification in the form of Exhibit B hereto, in the case of an account established with Citibank, or (b) a letter agreement in the form of Exhibit C hereto, in the case of an account held by a depository other than Citibank. In either case, a copy of such certification or letter agreement shall be furnished to Purchaser within five (5) Business days after the Closing Date and a copy to any subsequent purchaser upon request. Servicer shall deposit in the Custodial Account Account, on a daily basisthe next Business Day after receipt, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policytitle, hazard insurance policyhazard, Primary Mortgage Insurance Policy private mortgage guaranty or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 Sections 11.01, 11.03 and 11.1912.02; (g) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Section 6.03, and all amounts required to be deposited by Servicer in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Section 6.03; and (h) with respect to each full or partial Principal Prepayment any amounts to the extent that collections of interest at the Mortgage Loan Remittance Rate are less than one (1) full month’s interest at the applicable Mortgage Loan Remittance Rate (“Prepayment Interest Shortfalls”), such Prepayment Interest Shortfalls will be deposited by Servicer to the extent of its aggregate Servicing Fee received with respect to the related Due Period. (i) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest ShortfallSection 10.17; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, charges and assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingFlagstar Capital Markets Corporation, in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Xxxxxx Xxx or Fxxxxxx Xxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall initially be established and maintained at Flagstar Bank, or any successor thereto, and shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Seller. The Seller shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19; (g) any amount required to be deposited by the Seller in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller in the Custodial Account. The Seller may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, if the Seller shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller and shall be subject to withdrawal by the Seller. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller out of its own funds immediately as realized.remain uninvested

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Company shall segregate and hold all funds collected and received pursuant to each Mortgage Loan and REO Property separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLending, in trust for Redwood Residential Acquisition Corporation as Purchaser the form of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank non-interest bearing time deposit or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial demand accounts. The Custodial Account shall not be transferred to established with an Eligible Depository Institution. The creation of any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured evidenced by a letter agreement in the FDIC form of Exhibit B hereto. A copy of such certification or letter agreement shall be furnished to any Owner upon request. The Company shall deposit in a manner which shall provide maximum available insurance thereunder mortgage clearing account on a daily basis and which may be drawn on by the Seller. The Seller shall deposit in the Custodial Account on a daily basis, no later than the second Business Day thereafter and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date):therein: (ai) all scheduled payments due after the Cutoff Date on account of principal, including Principal PrepaymentsPrepayments collected after the Cutoff Date, on the Mortgage Loans; (bii) all scheduled payments on account of interest on the Mortgage Loans (minus the portion of any such payment which is allocable to the period prior to the Cutoff Date) adjusted to the related Mortgage Loan Remittance Rate; (ciii) all Liquidation Proceeds; (div) all proceeds received by the Seller under any title insurance policyInsurance Proceeds, hazard insurance policyincluding amounts required to be deposited pursuant to Section 4.10 and Section 4.11, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures, the Mortgage Loan documents or applicable law; (ev) all awards or settlements in Condemnation Proceeds with respect of condemnation proceedings or eminent domain affecting to any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures, the Mortgage Loan documents or applicable law; (fvi) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Section 3.03 and all amounts required to be deposited by the Company in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Section 3.03; (vii) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 Sections 4.01, 4.11, 4.14, 5.01, 5.03, 5.05 and 11.19; (g) any amount required to be deposited by the Seller in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment6.02, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations or otherwise under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such monthAgreement; and (jviii) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policyall Buydown Funds. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without . Without limiting the generality of the foregoing, payments in the nature of late payment charges, fees for special services provided to a Mortgagor and assumption fees and other ancillary fees need not be deposited by the Seller Company in the Custodial Account. The Seller Company may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Company for the benefit of the PurchaserOwner, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (Ai) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (Bii) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Company shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Company and shall be subject to its withdrawal by the Selleror order from time to time. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Company out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingSunTrust Mortgage Inc., in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Mae or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller Servicer shall deposit in the Custodial Account on a daily basiswithin two (2) Business Days of receipt, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.15, 11.17 and 11.19; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller Servicer out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the SellerServicer’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller Servicer in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees Ancillary Fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLending[name of Servicer], in trust for Redwood Residential Acquisition Corporation DLJ Mortgage Capital, Inc. as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Mae or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other another depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller Servicer shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.15, 11.17 and 11.19; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.13; (h) any Repurchase Price amounts required to be deposited in the Custodial Account in connection with the repurchase of any Mortgage Loan pursuant to Subsection 7.03 and required to be deposited in the Custodial Account and all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller Servicer out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the SellerServicer’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller Servicer in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, Prepayment Penalties, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Seller/Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “"Custodial Account”"), titled “PrimeLending"ABN AMRO Mortgage Group, Inc., in trust for Redwood Residential Acquisition Corporation Xxxxxxxxx Mortgage Home Loans, Inc., as Purchaser of Mortgage Loans and various Mortgagors.” " Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller/Servicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Xxxxxx Xxx or Fxxxxxx Xxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Selleran Eligible Account. The Seller creation of any Custodial Account shall be evidenced by a certification in the form of Exhibit 4 hereto. A copy of such certification shall be furnished to the Purchaser. The Seller/Servicer shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off DateDate as discussed in Subsection 11.17): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Seller/Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing ProceduresProcedures and the Mortgage Loan Documents; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing ProceduresProcedures and the Mortgage Loan Documents; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.15, 11.17 and 11.19, or as otherwise required by this Agreement; (g) any amount required to be deposited by the Seller Seller/Servicer in connection with any REO Property pursuant to Subsection 11.13; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Subsections 6.03 and 6.05, and all amounts required to be deposited by the Seller Seller/Servicer in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03;6.03; and (i) with respect to each Full Prepayment and each Partial Principal Prepayment, an amount (that equals one month’s interest at the Mortgage Loan Remittance Rate, to be paid by the Seller out of Seller/Servicer from its own funds) equal to the Prepayment Interest Shortfall; , provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received such monthly interest due on a Remittance Date with respect to all Principal Prepayments for the Mortgage Loans by calendar month preceding the Seller during such month; and (j) amounts required to Remittance Date shall not be deposited by in excess of its aggregate Servicing Fee for the Seller in connection with calendar month preceding the deductible clause month of any hazard insurance policythe Remittance Date. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Seller/Servicer in the Custodial Account, and may be retained by the by the Seller/Servicer as additional compensation. The Seller Seller/Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Seller/Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Seller/Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Seller/Servicer and shall be subject to withdrawal by the Seller/Servicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Seller/Servicer out of its own funds immediately as realized, without reimbursement therefor.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingCherry Creek Mortgage Co., Inc., in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac Faxxxx Xax xr Frxxxxx Xac as an eligible depository institution for custodial accounts. The Custodial Account shall initially be established and maintained at Wexxx Xargo Bank, or any successor thereto, and shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Seller. The Seller shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19; (g) any amount required to be deposited by the Seller in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller in the Custodial Account. The Seller may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, if the Seller shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller and shall be subject to withdrawal by the Seller. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller out of its own funds immediately as realizedremain uninvested.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingFremont Bank, in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall initially be established and maintained at Fremont Bank, or any successor thereto, and shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Seller. The Seller shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19; (g) any amount required to be deposited by the Seller in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller in the Custodial Account. The Seller may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, if the Seller shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller and shall be subject to withdrawal by the Seller. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller out of its own funds immediately as realizedremain uninvested.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingFifth Third Mortgage Company, in trust for Redwood Residential Acquisition Corporation Mxxxxx Sxxxxxx Mortgage Capital Inc. as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Mae or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller creation of any Custodial Account shall be evidenced by (i) a certification in the form of Exhibit 4 hereto, in the case of an account established with a depository affiliate of the Servicer, or (ii) a letter agreement in the form of Exhibit 5 hereto, in the case of an account held by a depository other than an affiliate of the Servicer. In either case, a copy of such certification or letter agreement shall be furnished to the Purchaser upon request. The Servicer shall deposit in the Custodial Account on a daily basisbasis on the Business Day following receipt thereof, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.14, 11.16 and 11.1911.18; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.1311.12; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Subsection 7.03, and all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03;; and (i) with respect to each Full Prepayment and each Partial Principal Prepayment, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Prepayment Interest ShortfallPrincipal Prepayment, equals one month’s interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the SellerServicer’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingGreenpoint Mortgage Funding, Inc., in trust for Redwood Residential X.X. Xxxxxx Mortgage Acquisition Corporation Corp., as Purchaser of Mortgage Loans and various Mortgagors.” ”. Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial accountsAccount. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, creation of the Custodial Account shall be insured evidenced by a certificate delivered by the FDIC Servicer (the “Custodial Account Certification”) in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Sellerform of Exhibit 8. The Seller Servicer shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.15, 11.17 and 11.19; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Principal Prepayment, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Prepayment Interest ShortfallPrincipal Prepayment, equals one month’s interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the SellerServicer’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller Servicer in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserPurchaser or its designee) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicing Administrator shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLending[Name of Subservicer], in trust for Redwood Residential X.X. Xxxxxx Mortgage Acquisition Corporation Corp., as Purchaser of Mortgage Loans and various Mortgagors.” Loans”. Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial accountsAccount. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, creation of the Custodial Account shall be insured evidenced by a certificate delivered to the Purchaser by the FDIC Servicing Administrator (the “Custodial Account Certification”) in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Sellerform of Exhibit 7. The Seller Servicing Administrator shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date):), within two (2) Business Days of receipt of such payments and collections: (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicing Administrator under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.15, 11.17 and 11.19; (g) any amount required to be deposited by the Seller Servicing Administrator in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller Servicing Administrator in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such monthCompensating Interest; and (j) amounts required to be deposited by the Seller Servicing Administrator in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicing Administrator in the Custodial AccountAccount and such payments may be retained by the Servicing Administrator. The Seller Servicing Administrator may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicing Administrator for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on such Remittance Date if the Servicing Transfer Date or such Remittance Date, as applicable, if the Seller Administrator shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserPurchaser or its designee) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicing Administrator and shall be subject to withdrawal by the SellerServicing Administrator. The Prior to the related Remittance Date, the amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicing Administrator out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingBank of America, National Association, in trust for Redwood Residential Acquisition EMC Mortgage Corporation as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Mae or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall initially be established and maintained at Bank of America, National Association, or any successor thereto, and shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller Servicer shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate, such interest to be paid in arrears as calculated on a month-end investor accounting cut-off; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.15, 11.17 and 11.19; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Principal Prepayment and each Partial Prepaymentin full, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Principal Prepayment Interest Shortfallin full, equals one month’s interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the SellerServicer’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and; (j) amounts required to be deposited by the Seller Servicer in connection with the deductible clause of any hazard insurance policy; and (k) any BPP Mortgage Loan Payments payable by the Servicer pursuant to Subsection 11.25. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees fees, BPP Fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “"Custodial Account”"), titled “PrimeLending"Fifth Third Mortgage Company, in trust for Redwood Residential Acquisition Corporation Morgan Stanley Mortgage Capital Inc. as Purchaser of Mortgage Loans and various Loaxx xxx xxxxxxx Mortgagors.” " Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Fannie Mae or Fxxxxxx Freddie Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheldfxx xxxtxxxal axxxxxxx. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller creation of any Custodial Account shall be evidenced by (i) a certification in the form of Exhibit 4 hereto, in the case of an account established with a depository affiliate of the Servicer, or (ii) a letter agreement in the form of Exhibit 5 hereto, in the case of an account held by a depository other than an affiliate of the Servicer. In either case, a copy of such certification or letter agreement shall be furnished to the Purchaser upon request. The Servicer shall deposit in the Custodial Account on a daily basisbasis on the Business Day following receipt thereof, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.14, 11.16 and 11.1911.18; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.1311.12; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Subsection 7.03, and all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03;; and (i) with respect to each Full Prepayment and each Partial Principal Prepayment, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Prepayment Interest ShortfallPrincipal Prepayment, equals one month's interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the Seller’s Servicer's aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingSunTrust Mortgage Inc., in trust for Redwood Residential X.X. Xxxxxx Mortgage Acquisition Corporation Corp., as Purchaser of Mortgage Loans and various Mortgagors.” ”. Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial accountsAccount. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, creation of the Custodial Account shall be insured evidenced by a certificate delivered by the FDIC Servicer (the “Custodial Account Certification”) in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Sellerform of Exhibit 8. The Seller Servicer shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.15, 11.17 and 11.19; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Principal Prepayment, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Prepayment Interest ShortfallPrincipal Prepayment, equals one month’s interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the SellerServicer’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller Servicer in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserPurchaser or its designee) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingBank of America, National Association, in trust for Redwood Residential Acquisition Corporation Xxxxxxxxx Mortgage Home Loans, Inc. as Purchaser of Mortgage Loans and various MortgagorsLoans.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Xxxxxx Xxx or Fxxxxxx Xxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall initially be established and maintained at Bank of America, National Association, or any successor thereto, and shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller Servicer shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 10.15, 10.17 and 11.1910.19; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.1310.13; (h) all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Principal Prepayment and each Partial Prepaymentin full, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Principal Prepayment Interest Shortfallin full, equals one month’s interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the SellerServicer’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and; (j) amounts required to be deposited by the Seller Servicer in connection with the deductible clause of any hazard insurance policy; and (k) any BPP Mortgage Loan Payments payable by the Servicer pursuant to Subsection 10.26; and (l) any other amounts required to be deposited in accordance with this Agreement. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees fees, BPP Fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLending[name of Servicer], in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Xxxxxx Mae or Fxxxxxx Xxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other another depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. 40 The Seller Servicer shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): ): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; ; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; ; (c) all Liquidation Proceeds; ; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; ; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; ; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.15, 11.17 and 11.19; ; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.13; ; (h) all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; ; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller Servicer out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the SellerServicer’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and and (j) amounts required to be deposited by the Seller Servicer in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. 41 The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.. Subsection 11.05

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “"Custodial Account”"), titled “PrimeLending"Bank of America, N.A., in trust for Redwood Residential Acquisition Corporation Lehman Brothers Bank, FSB as Purchaser of Mortgage Loans and various MortgagorsXxxxxagors.” " Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheldQualified Depository. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller creation of the Custodial Account shall be evidenced by a certificate delivered by the Servicer (the "Custodial Account Certification") substantially in the form of Exhibit 9 hereto. The Servicer shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy (if any) or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.15, 11.17 and 11.19; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.13; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Subsection 7.03, and all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Principal Prepayment and each Partial Prepaymentin full, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Principal Prepayment Interest Shortfallin full, equals one month's interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the Seller’s Servicer's aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller Servicer in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “"Custodial Account”"), titled “PrimeLending"Bank of America, National Association, in trust for Redwood Residential Acquisition Corporation Lehman Brothers Bank, FSB as Purchaser Purcha ser of Mortgage Loans and various Mortgagorsvarioxx Xxxtgagors.” " Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheldQualified Depository. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller creation of the Custodial Account shall be evidenced by a certificate delivered by the Servicer (the "Custodial Account Certification") substantially in the form of Exhibit 10 hereto. The Servicer shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy (if any) or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.15, 11.17 and 11.19; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.13; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Subsection 7.03, and all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Principal Prepayment and each Partial Prepaymentin full, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Principal Prepayment Interest Shortfallin full, equals one month's interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the Seller’s Servicer's aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and; (j) amounts required to be deposited by the Seller Servicer in connection with the deductible clause of any hazard insurance policy; and (k) any BPP Mortgage Loan Payments payable by the Servicer pursuant to Subsection 11.27. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees fees, BPP Fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingBank of America, National Association, in trust for Redwood Residential Acquisition EMC Mortgage Corporation as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Xxxxxx Mae or Fxxxxxx Xxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall initially be established and maintained at Bank of America, National Association, or any successor thereto, and shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller Servicer shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate, such interest to be paid in arrears as calculated on a month-end investor accounting cut-off; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.15, 11.17 and 11.19; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Principal Prepayment and each Partial Prepaymentin full, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Principal Prepayment Interest Shortfallin full, equals one month’s interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the SellerServicer’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and; (j) amounts required to be deposited by the Seller Servicer in connection with the deductible clause of any hazard insurance policy; and (k) any BPP Mortgage Loan Payments payable by the Servicer pursuant to Subsection 11.25. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees fees, BPP Fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “"Custodial Account”"), titled “PrimeLending"Bank of America, N.A., in trust for Redwood Residential Acquisition Corporation Morgan Stanley Mortgage Capital Inc. as Purchaser of Mortgage Loans and various Mortgagorsxxx xxrxxxx Xxrtgagors.” " Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Fannie Mae or Fxxxxxx Freddie Mac as an eligible depository institution for custodial accountsxxxxxxial accoxxxx. The Xhe Custodial Account shall initially be established and maintained at Bank of America, N.A., or any successor thereto, and shall not be transferred to any other depository institution without the Purchaser’s 's approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller creation of any Custodial Account shall be evidenced by a certification in the form of Exhibit 4 hereto. The Servicer shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.15, 11.17 and 11.19; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.13; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to the provisions of Subsection 7.03 and all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Principal Prepayment and each Partial Prepaymentin full, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Principal Prepayment Interest Shortfallin full, equals one month's interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the Seller’s Servicer's aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller Servicer in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingHSBC Mortgage Corporation (USA), in trust for Redwood Residential Acquisition Corporation Mxxxxx Sxxxxxx Mortgage Capital Inc. as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx FNMA or Fxxxxxx Mac FHLMC as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller creation of any Custodial Account shall be evidenced by (i) a certification in the form of Exhibit 9 hereto, in the case of an account established with a depository affiliate of the Servicer, or (ii) a letter agreement in the form of Exhibit 10 hereto, in the case of an account held by a depository other than an affiliate of the Servicer. In either case, a copy of such certification or letter agreement shall be furnished to the Purchaser upon request. The Servicer shall deposit in the Custodial Account on a daily basisbasis on the Business Day following receipt thereof, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Accepted Servicing ProceduresPractices; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Accepted Servicing ProceduresPractices; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.14, 11.16 and 11.1911.18; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.1311.12; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Subsection 7.03, and all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03;; and (i) with respect to each Full Prepayment and each Partial Principal Prepayment, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Prepayment Interest ShortfallPrincipal Prepayment, equals one month’s interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the SellerServicer’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “"Custodial Account”"), titled “PrimeLending"First Horizon Home Loan Corporation, in trust for Redwood Residential Acquisition Corporation Goldman Sachs Mortgage Company as Purchaser of Mortgage Loans and various xxxxxxx Mortgagors.” " Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Fannie Mae or Fxxxxxx Freddie Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheldfox xxxxoxxxl acxxxxxx. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller creation of any Custodial Account shall be evidenced by (i) a certification in the form of Exhibit 4 hereto, in the case of an account established with a depository affiliate of the Servicer, or (ii) a letter agreement in the form of Exhibit 5 hereto, in the case of an account held by a depository other than an affiliate of the Servicer. In either case, a copy of such certification or letter agreement shall be furnished to the Purchaser upon request. The Servicer shall deposit in the Custodial Account on a daily basisbasis within two (2) Business Days following receipt thereof, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including all Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.14 and 11.1911.18; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.1311.12; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Subsection 7.03, and all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03;; and (i) with respect to each Full Prepayment and each Partial Principal Prepayment, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Prepayment Interest ShortfallPrincipal Prepayment, equals one month's interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the Seller’s Servicer's aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingBank of America, National Association, in trust for Redwood Residential Acquisition Corporation Xxxxxx Capital, A Division of Xxxxxx Brothers Holdings Inc., as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheldQualified Depository. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller creation of the Custodial Account shall be evidenced by a certificate delivered by the Servicer (the “Custodial Account Certification”) substantially in the form of Exhibit 10 hereto. The Servicer shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy (if any) or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.15, 11.17 and 11.19; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.13; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Subsection 7.03, and all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Principal Prepayment and each Partial Prepaymentin full, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Principal Prepayment Interest Shortfallin full, equals one month’s interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the SellerServicer’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and; (j) amounts required to be deposited by the Seller Servicer in connection with the deductible clause of any hazard insurance policy; and (k) any BPP Mortgage Loan Payments payable by the Servicer pursuant to Subsection 11.27. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees fees, BPP Fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Company shall segregate and hold all funds collected and received pursuant to each Mortgage Loan and REO Property separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “"Custodial Account”"), titled “PrimeLending, in trust for Redwood Residential Acquisition Corporation as Purchaser the form of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank non-interest bearing time deposit or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial demand accounts. The Custodial Account shall not be transferred to established with an Eligible Depository Institution. The creation of any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured evidenced by a letter agreement in the FDIC form of Exhibit B hereto. A copy of such certification or letter agreement shall be furnished to any Owner upon request. The Company shall deposit in a manner which shall provide maximum available insurance thereunder mortgage clearing account on a daily basis and which may be drawn on by the Seller. The Seller shall deposit in the Custodial Account on a daily basis, no later than the second Business Day thereafter and retain therein the following therein: (i) all scheduled payments and collections received or made by it subsequent to due after the related Cut-off Cutoff Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal PrepaymentsPrepayments collected after the related Cutoff Date, on the Mortgage Loans; (bii) all scheduled payments on account of interest on the Mortgage Loans (minus the portion of any such payment which is allocable to the period prior to the related Cutoff Date) adjusted to the related Mortgage Loan Remittance Rate; (ciii) all Liquidation Proceeds; (div) all proceeds received by the Seller under any title insurance policyInsurance Proceeds, hazard insurance policyincluding amounts required to be deposited pursuant to Section 4.10 and Section 4.11, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures, the Mortgage Loan documents or applicable law; (ev) all awards or settlements in Condemnation Proceeds with respect of condemnation proceedings or eminent domain affecting to any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures, the Mortgage Loan documents or applicable law; (fvi) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Section 3.03 and all amounts required to be deposited by the Company in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Section 3.03 or; (vii) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19;Section 5.04; and (gviii) any amount required to be deposited by in the Seller in connection with any REO Property Custodial Account pursuant to Subsection 11.13; (h) all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment Sections 4.01, 4.14, 5.01, 5.03, 5.04 and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy6.02. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without . Without limiting the generality of the foregoing, payments in the nature of late payment charges, fees for special services provided to a Mortgagor and assumption fees and other ancillary fees need not be deposited by the Seller Company in the Custodial Account. The Seller Company may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Company for the benefit of the PurchaserOwner, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (Ai) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (Bii) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Company shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Company and shall be subject to its withdrawal by the Selleror order from time to time. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Company out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLending[Name of Servicer], in trust for Redwood Residential X.X. Xxxxxx Mortgage Acquisition Corporation Corp., as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial accountsAccount. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, creation of the Custodial Account shall be insured evidenced by a certificate delivered by the FDIC Servicer (the “Custodial Account Certification”) in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Sellerform of Exhibit 8. The Seller Servicer shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.15, 11.17 and 11.19; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.1311.12; (h) all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; (i) with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and (j) amounts required to be deposited by the Seller Servicer in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserPurchaser or its designee) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Seller/Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingABN AMRO Mortgage Group, Inc., in trust for Redwood Residential Acquisition Corporation Xxxxxxxxx Mortgage Home Loans, Inc., as the Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller/Servicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Xxxxxx Xxx or Fxxxxxx Xxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Selleran Eligible Account. The Seller creation of any Custodial Account shall be evidenced by a certification in the form of Exhibit 4 hereto. A copy of such certification shall be furnished to the Purchaser. The Seller/Servicer shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off DateDate as discussed in Subsection 11.17): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Seller/Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing ProceduresProcedures and the Mortgage Loan Documents; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing ProceduresProcedures and the Mortgage Loan Documents; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.15, 11.17 and 11.19, or as otherwise required by this Agreement; (g) any amount required to be deposited by the Seller Seller/Servicer in connection with any REO Property pursuant to Subsection 11.13; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Subsections 6.03 and 6.05, and all amounts required to be deposited by the Seller Seller/Servicer in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03;6.03; and (i) with respect to each Full Prepayment and each Partial Principal Prepayment, an amount (that equals one month’s interest at the Mortgage Loan Remittance Rate, to be paid by the Seller out of Seller/Servicer from its own funds) equal to the Prepayment Interest Shortfall; , provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received such monthly interest due on a Remittance Date with respect to all Principal Prepayments for the Mortgage Loans by calendar month preceding the Seller during such month; and (j) amounts required to Remittance Date shall not be deposited by in excess of its aggregate Servicing Fee for the Seller in connection with calendar month preceding the deductible clause month of any hazard insurance policythe Remittance Date. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Seller/Servicer in the Custodial Account, and may be retained by the by the Seller/Servicer as additional compensation. The Seller Seller/Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Seller/Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Seller/Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Seller/Servicer and shall be subject to withdrawal by the Seller/Servicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Seller/Servicer out of its own funds immediately as realized, without reimbursement therefor.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “"Custodial Account”"), titled “PrimeLending"[SERVICER], in trust for Redwood Residential Acquisition Corporation Morgan Stanley Mortgage Capital Inc. as Purchaser of Mortgage Loans and various Mortgagors.” " Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate Affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Fannie Mae or Fxxxxxx Freddie Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheldxxx xustodial xxxxxxts. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller creation of any Custodial Account shall be evidenced by (i) a certification in the form of Exhibit 4 hereto, in the case of an account established with a depository Affiliate of the Servicer, or (ii) a letter agreement in the form of Exhibit 5 hereto, in the case of an account held by a depository other than an Affiliate of the Servicer. In either case, a copy of such certification or letter agreement shall be furnished to the Purchaser upon request. The Servicer shall deposit in the Custodial Account on a daily basiswithin two (2) Business Days following receipt thereof, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.14, 11.16 and 11.1911.18; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.1311.12; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Subsection 7.03, and all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03;; and (i) with respect to each Full Principal Prepayment and each Partial Prepaymentin full, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Principal Prepayment Interest Shortfallin full, equals one month's interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the Seller’s Servicer's aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees fees, prepayment penalties and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLendingAmerican Home Mortgage Servicing, Inc. as Servicer, in trust for Redwood Residential Acquisition Corporation Gxxxxxx Sachs Mortgage Company as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Mae or Fxxxxxx Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller creation of any Custodial Account shall be evidenced by (i) a certification in the form of Exhibit 4 hereto, in the case of an account established with a depository affiliate of the Servicer, or (ii) a letter agreement in the form of Exhibit 5 hereto, in the case of an account held by a depository other than an affiliate of the Servicer. In either case, a copy of such certification or letter agreement shall be furnished to the Purchaser upon request. The Servicer shall deposit in the Custodial Account on a daily basiswithin two (2) Business days following receipt thereof, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.14, 11.16 and 11.1911.18; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.1311.12; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Subsection 7.03, and all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03;; and (i) with respect to each Full Prepayment and each Partial Principal Prepayment, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Prepayment Interest ShortfallPrincipal Prepayment, equals one month’s interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the SellerServicer’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “"Custodial Account”"), titled “PrimeLending"The Hemisphere National Bank, in trust for Redwood Residential Acquisition Corporation Morgan Stanley Mortgage Capital Inc. as Purchaser of Mortgage Loans and various Loaxx xxx xxxxxxx Mortgagors.” " Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Fannie Mae or Fxxxxxx Freddie Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheldfxx xxxtodial axxxxxxx. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller creation of any Custodial Account shall be evidenced by (i) a certification in the form of Exhibit 4 hereto, in the case of an account established with a depository affiliate of the Servicer, or (ii) a letter agreement in the form of Exhibit 5 hereto, in the case of an account held by a depository other than an affiliate of the Servicer. In either case, a copy of such certification or letter agreement shall be furnished to the Purchaser upon request. The Servicer shall deposit in the Custodial Account on a daily basisbasis on the Business Day following receipt thereof, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.14, 11.16 and 11.1911.18; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.1311.12; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Subsection 7.03, and all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03;; and (i) with respect to each Full Prepayment and each Partial Principal Prepayment, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Prepayment Interest ShortfallPrincipal Prepayment, equals one month's interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the Seller’s Servicer's aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan and REO Property separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLending, in trust for Redwood Residential Acquisition Corporation as Purchaser the form of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank non-interest bearing time deposit or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx or Fxxxxxx Mac as an eligible depository institution for custodial demand accounts. The Custodial Account shall not be transferred to established with an Eligible Depository Institution. The creation of any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured evidenced by a letter agreement substantially in the FDIC in a manner which form of Exhibit B hereto. A copy of such certification or letter agreement shall provide maximum available insurance thereunder and which may be drawn on by the Sellerfurnished to any Purchaser upon request. The Seller shall deposit in a mortgage clearing account on a daily basis and in the Custodial Account on a daily basis, no later than the second Business Day thereafter and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date):therein: (ai) all scheduled payments due after the Cutoff Date on account of principal, including Principal PrepaymentsPrepayments collected after the Cutoff Date, on the Mortgage Loans; (bii) all payments on account of interest on the Mortgage Loans (minus the portion of any such payment which is allocable to the period prior to the Cutoff Date) adjusted to the related Mortgage Loan Remittance Rate; (ciii) all Liquidation Proceeds; (div) all proceeds received by the Seller under any title insurance policyInsurance Proceeds, hazard insurance policyincluding amounts required to be deposited pursuant to Section 4.10 and Section 4.11, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures, the Mortgage Loan documents or applicable law; (ev) all awards or settlements in Condemnation Proceeds with respect of condemnation proceedings or eminent domain affecting to any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures, the Mortgage Loan documents or applicable law; (fvi) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19; (g) any amount required to be deposited by the Seller amounts payable in connection with the repurchase of any REO Property Mortgage Loan pursuant to Subsection 11.13; (h) Section 3.03 and all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03Section 3.03 or; (ivii) with respect to each Full Prepayment and each Partial Prepayment, an any amount (required to be paid by deposited in the Seller out of its own funds) equal Custodial Account pursuant to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such monthSection 5.04; and (jviii) amounts any amount required to be deposited by in the Seller in connection with the deductible clause of any hazard insurance policyCustodial Account pursuant to Sections 4.01, 4.14, 5.01, 5.03 and 6.02. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without . Without limiting the generality of the foregoing, payments in the nature of late payment charges, fees for special services provided to a Mortgagor and assumption fees and other ancillary fees need not be deposited by the Seller in the Custodial Account. The Seller may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (Ai) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (Bii) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller and shall be subject to its withdrawal by the Selleror order from time to time. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller out of its own funds immediately as realized.

Establishment of Custodial Account; Deposits in Custodial Account. The Seller Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “"Custodial Account”"), titled “PrimeLending"GreenPoint Mortgage Funding, Inc., in trust for Redwood Residential Acquisition Corporation Morgan Stanley Mortgage Capital Inc. as Purchaser of Mortgage Loans and various Mortgagorsxxx xaxxxxx Xortgagors.” " Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the SellerServicer) which meets the guidelines set forth by the FHFA, Fxxxxx Mxx Fannie Mae or Fxxxxxx Freddie Mac as an eligible depository institution for custodial accounts. The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheldxxxxxdial accxxxxx. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the SellerServicer. The Seller creation of any Custodial Account shall be evidenced by (i) a certification in the form of Exhibit 4 hereto, in the case of an account established with a depository affiliate of the Servicer, or (ii) a letter agreement in the form of Exhibit 5 hereto, in the case of an account held by a depository other than an affiliate of the Servicer. In either case, a copy of such certification or letter agreement shall be furnished to the Purchaser upon request. The Servicer shall deposit in the Custodial Account on a daily basisbasis on the Business Day following receipt thereof, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date): (a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (b) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate; (c) all Liquidation Proceeds; (d) all proceeds received by the Seller Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Accepted Servicing Procedures; (f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 11.14, 11.16 and 11.1911.18; (g) any amount required to be deposited by the Seller Servicer in connection with any REO Property pursuant to Subsection 11.1311.12; (h) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Subsection 7.03, and all amounts required to be deposited by the Seller Servicer in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03;; and (i) with respect to each Full Principal Prepayment and each Partial Prepaymentin full, an amount (to be paid by the Seller Servicer out of its own funds) equal which, when added to all amounts allocable to interest received in connection with the Principal Prepayment Interest Shortfallin full, equals one month's interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage Loan Remittance Rate; provided, however, that the Seller’s Servicer's aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller Servicer during such month; and (j) amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy. The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller Servicer in the Custodial Account. The Seller Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller Servicer for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date and (B) any other investment may mature on the Servicing Transfer Date or such Remittance Date, as applicable, Date if the Seller Servicer shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the PurchaserOwner) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller Servicer and shall be subject to withdrawal by the SellerServicer. The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller Servicer out of its own funds immediately as realized.