Common use of Obligations of Custodian Clause in Contracts

Obligations of Custodian. (a) Custodian shall maintain continuous custody of all items constituting the Mortgage Files in secure facilities in accordance with customary standards for such custody and shall reflect in its records the interest of Buyer therein. Each Mortgage Note and Credit Line Agreement, as applicable (and Assignment of Mortgage), shall be maintained in fire resistant facilities. (b) With respect to the documents constituting each Mortgage File, Custodian shall (i) act exclusively as the bailee of, and custodian for, Buyer, (ii) hold all documents constituting such Mortgage File received by it for the exclusive use and benefit of Buyer, and (iii) make disposition thereof only in accordance with the terms of this Agreement or with written instructions furnished by Buyer; provided, however, that in the event of a conflict between the terms of this Agreement and the written instructions of Buyer, Buyer's written instructions shall control. (c) In the event that (i) Buyer, any Seller Entity or Custodian shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Mortgage File or any document included within a Mortgage File or (ii) a third party shall institute any court proceeding by which any Mortgage File or a document included within a Mortgage File shall be required to be delivered otherwise than in accordance with the provisions of this Agreement, the party receiving such service shall promptly deliver or cause to be delivered to the other parties to this Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. Custodian shall, to the extent permitted by law, continue to hold and maintain all the Mortgage Files that are the subject of such proceedings pending a final, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, Custodian shall dispose of such Mortgage File or any document included within such Mortgage File as directed by Buyer which shall give a direction consistent with such determination. Expenses of Custodian incurred as a result of such proceedings shall be borne by Seller.

Obligations of Custodian. (a) Custodian shall maintain continuous custody of all items constituting the Mortgage Files in secure secure, fire resistant facilities in accordance with customary standards for such custody and shall reflect in its records the interest of Buyer Lender therein. Each Mortgage Note and Credit Line Agreement, as applicable (and Assignment of Mortgage), shall be maintained in fire resistant facilities. (b) With respect to the documents constituting each Mortgage File, Custodian shall (i) act exclusively as the bailee of, and custodian for, BuyerLender, (ii) hold all documents constituting such Mortgage File received by it for the exclusive use and benefit of BuyerLender, and (iii) make disposition thereof only in accordance with the terms of this Agreement or with written instructions furnished by Buyer; provided, however, that in the event of a conflict between the terms of this Agreement and the written instructions of Buyer, Buyer's written instructions shall controlAgreement. (c) In the event that (i) BuyerLender, any Seller Entity Borrower or the Custodian shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Mortgage File or any document included within a Mortgage File or (ii) a third party shall institute any court proceeding by which any Mortgage File or a document included within a Mortgage File shall be required to be delivered otherwise other than in accordance with the provisions of this Agreement, the party receiving such service shall promptly deliver or cause to be delivered to the other parties to this Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. Custodian shall, to the extent permitted by lawlaw or any court order, continue to hold and maintain all of the Mortgage Files that are the subject of such proceedings pending delivery to the Custodian of a final, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, Custodian shall dispose of such Mortgage File or any document included within such Mortgage File as directed by Buyer Lender, which shall give a direction consistent with such determination. Expenses of Custodian (including reasonable attorneys’ fees and related expenses) incurred as a result of such proceedings shall be borne by SellerBorrower.

Obligations of Custodian. (a) Custodian shall maintain continuous custody of all items constituting the Mortgage Files in secure facilities in accordance with customary standards for such custody and shall reflect in its records the interest of Buyer therein. Each Mortgage Note and Credit Line Agreement, as applicable (and Assignment of Mortgage), shall be maintained in fire resistant facilities. (b) With respect to the documents constituting each Mortgage File, Custodian shall (i) act exclusively as the bailee of, and custodian for, Buyer, (ii) hold all documents constituting such Mortgage File received by it for the exclusive use and benefit of Buyer, and (iii) make disposition thereof only in accordance with the terms of this Agreement or with written instructions furnished by Buyer; provided, however, that in the event of a conflict between the terms of this Agreement and the written instructions of Buyer, Buyer's ’s written instructions shall control. (c) In the event that (i) Buyer, any Seller Entity or Custodian shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Mortgage File or any document included within a Mortgage File or (ii) a third party shall institute any court proceeding by which any Mortgage File or a document included within a Mortgage File shall be required to be delivered otherwise than in accordance with the provisions of this Agreement, the party receiving such service shall promptly deliver or cause to be delivered to the other parties to this Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. Custodian shall, to the extent permitted by law, continue to hold and maintain all the Mortgage Files that are the subject of such proceedings pending a final, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, Custodian shall dispose of such Mortgage File or any document included within such Mortgage File as directed by Buyer which shall give a direction consistent with such determination. Expenses of Custodian incurred as a result of such proceedings shall be borne by Seller.

Obligations of Custodian. (a) On and after the Purchase Date until such time as Purchaser has released a Mortgage Loan File in accordance with Sections 9 or 11 herein, with respect to any Mortgage Loan Files delivered to Custodian or which come into the possession of Custodian, except as otherwise provided in this Agreement, Custodian is, until the rights, title and interests of Purchaser have been released pursuant to this Agreement, Custodian for Purchaser pursuant to this Agreement and shall hold all documents received by it for the exclusive use and benefit of Purchaser and shall make disposition thereof only in accordance with this Agreement and the Written Instructions furnished by Purchaser. Custodian shall (x) segregate the Mortgage Loan Files on its automated data system and (y) subject to the terms and conditions set forth herein, and maintain continuous custody of all items constituting the Mortgage Files Loan Files, in secure and fire-resistant facilities in accordance with customary standards for such custody and shall reflect in its records the interest of Buyer thereinPurchaser in such Mortgage Loan Files. Each Custodian shall implement and maintain administrative and operative procedures pursuant to which it shall keep and maintain all records and information necessary to permit the regular identification of all Mortgage Note and Credit Line Agreement, as applicable (and Assignment of Mortgage), shall be maintained in fire resistant facilitiesLoan Files held or released by it hereunder. (b) With respect to the documents constituting each Mortgage File, Custodian shall promptly notify Purchaser and Seller if (i) act exclusively as the bailee of, and custodian for, Buyer, Seller fails to pay any amount due to Custodian under this Agreement; or (ii) hold all documents constituting such a Responsible Officer of Custodian has received written notice that any Mortgage, pledge, lien, security interest or other charge or encumbrance has been placed on the Mortgage File received by it for the exclusive use and benefit of Buyer, and (iii) make disposition thereof only in accordance with the terms of this Agreement or with written instructions furnished by Buyer; provided, however, that Loan Files other than in the event ordinary course of a conflict between the terms of this Agreement and the written instructions of Buyer, Buyer's written instructions shall controlbusiness. (c) In the event that (i) BuyerPurchaser, any Seller Entity or Custodian shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Mortgage Loan File or any document included within a Mortgage Loan File or (ii) a third party shall institute any court proceeding by which any Mortgage Loan File or a document included within a Mortgage Loan File shall be required to be delivered otherwise than in accordance with the provisions of this Agreement, the party receiving such service service, unless prohibited to do so by applicable law shall promptly deliver or cause to be delivered to the other parties to this Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. Custodian shall, to the extent permitted by law, continue to hold and maintain all the Mortgage Loan Files that are the subject of such proceedings pending a final, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, Custodian shall dispose of such Mortgage Loan File or any document included within such Mortgage Loan File as directed by Buyer Purchaser, which shall give a direction consistent with such determination. Expenses of Custodian incurred as a result of such proceedings shall be borne by Seller. (d) Purchaser may require Custodian to complete the endorsements on the Mortgage Notes in blank and to complete the Assignments of Mortgage and the Assignments of Leases and Rents in blank (each at Seller’s expense as set forth in the Fee Agreement), pursuant to a separate Limited Power of Attorney.

Obligations of Custodian. (a) Other than as expressly provided in this Tri-Party Agreement, the Custodian shall maintain continuous custody of all items constituting the Mortgage Files in secure facilities in accordance with customary standards for such custody and shall reflect in its records the security interest of Buyer Lender therein. Each The Mortgage Note and Credit Line Agreement, as applicable (and Assignment of Mortgage), Loan Documents shall be maintained in fire resistant facilities. (b) With respect to the documents constituting each Mortgage File, the Custodian shall (i) act exclusively as the bailee of, and custodian for, Buyer, (ii) hold all documents constituting such Mortgage File received by it for the exclusive use and benefit of Buyer, and (iii) make disposition thereof only in accordance with the terms of this Agreement or with written instructions furnished by Buyer; provided, however, that in the event of a conflict between the terms of this Agreement and the written instructions of Buyer, Buyer's written instructions shall controlTri-Party Agreement. (c) In the event that (i) BuyerLender, any Seller Entity Borrower or the Custodian shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Mortgage File or any document included within a Mortgage File or (ii) a third party shall institute any court proceeding by which any Mortgage File or a document included within a Mortgage File shall be required to be delivered otherwise than in accordance with the provisions of this Tri-Party Agreement, the party receiving such service shall promptly promptly, but in any event within two (2) Business Days, deliver or cause to be delivered to the other parties to this Tri-Party Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian shall, to the extent permitted by law, law or any court order continue to hold and maintain all the Mortgage Files that are the subject of such proceedings pending a final, nonappealable non-appealable order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, the Custodian shall dispose of such Mortgage File or any document included within such Mortgage File as directed by Buyer Borrower (or, after the occurrence and during the continuance of an Event of Default, Lender) which shall give a direction consistent with such determination. Expenses of the Custodian (including reasonable attorneys’ fees and related expenses) incurred as a result of such proceedings shall be borne by SellerBorrower.

Obligations of Custodian. (a) Custodian shall maintain continuous custody of all items constituting the Mortgage Asset Files in secure facilities in accordance with customary standards for such custody and shall reflect in its records the interest of Buyer therein. Each Mortgage Note and Credit Line Agreement, as applicable (and Assignment of Mortgage), ) shall be maintained in fire resistant facilities. (b) With respect to the documents constituting each Mortgage Asset File, Custodian shall (i) act exclusively as the bailee of, and custodian for, Buyer, (ii) hold all documents constituting such Mortgage Asset File received by it for the exclusive use and benefit of Buyer, and (iii) make disposition thereof only in accordance with the terms of this Custodial Agreement or with written instructions furnished by the Buyer; provided, however, that in the event of a conflict between the terms of this Custodial Agreement and the written instructions of Buyer, Buyer's written instructions shall control. (c) In the event that (i) any Buyer, any Seller Entity the Sellers or the Custodian shall be served by a third third-party with any type of levy, attachment, writ or court order with respect to any Mortgage Asset File or any document included within a Mortgage an Asset File or (ii) a third third-party shall institute any court proceeding by which any Mortgage Asset File or a document included within a Mortgage any Asset File shall be required to be delivered otherwise than in accordance with the provisions of this Custodial Agreement, the party receiving such service shall promptly deliver or cause to be delivered to the other parties to this Custodial Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. Custodian shall, to the extent permitted by lawlaw or any court order, continue to hold and maintain all the Mortgage Asset Files that are the subject of such proceedings pending delivery to the Custodian of a final, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, Custodian shall dispose of such Mortgage Asset File or any document included within such Mortgage Asset File as directed by Buyer the Buyer, which shall give a direction consistent with such determination. Expenses of Custodian (including reasonable attorneys' fees and related expenses) incurred as a result of such proceedings shall be borne by SellerSellers. (d) During the term of this Custodial Agreement, if Custodian discovers any nonconformity with the review criteria in, as applicable, Annex 4 or Annex 14 (relating to REO Properties), with respect to any Asset File, Custodian shall, by means of the Custodial Asset Schedule and Exception Report, give written specification of such nonconformity to Buyer and the Sellers.

Obligations of Custodian. (a) Custodian shall maintain continuous custody of all items constituting the Mortgage Files in secure facilities in accordance with customary standards for such custody and shall reflect in its records the interest of Buyer therein. Each Mortgage Note and Credit Line Agreement, as applicable (and Assignment of Mortgage), ) shall be maintained in fire resistant facilities. (b) With respect to the documents constituting each Mortgage File, Custodian shall (i) act exclusively as the bailee of, and custodian for, Buyer, (ii) hold all documents constituting such Mortgage File received by it for the exclusive use and benefit of Buyer, and (iii) make disposition thereof only in accordance with the terms of this Agreement or with written instructions furnished by Buyer; provided, however, that in the event of a conflict between the terms of this Agreement and the written instructions of Buyer, Buyer's written instructions shall control. (c) In the event that (i) Buyer, any Seller Entity or Custodian shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Mortgage File or any document included within a Mortgage File or (ii) a third party shall institute any court proceeding by which any Mortgage File or a document included within a Mortgage File shall be required to be delivered otherwise than in accordance with the provisions of this Agreement, the party receiving such service shall promptly deliver or cause to be delivered to the other parties to this Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. Custodian shall, to the extent permitted by law, continue to hold and maintain all the Mortgage Files that are the subject of such proceedings pending a final, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, Custodian shall dispose of such Mortgage File or any document included within such Mortgage File as directed by Buyer which shall give a direction consistent with such determination. Expenses of Custodian incurred as a result of such proceedings shall be borne by Seller.

Obligations of Custodian. (a) Custodian shall maintain continuous custody of all items constituting the Mortgage Files in secure facilities in accordance with customary standards for such custody and shall reflect in its records the interest of Buyer therein. Each Mortgage Note and Credit Line Agreement, as applicable (and Assignment of Mortgage), ) shall be maintained in fire resistant facilities. (b) With respect to the documents constituting each Mortgage FileFile requested to be purchased by Buyer, Custodian shall (i) act exclusively as the bailee of, and custodian for, Buyer, (ii) hold all documents constituting such Mortgage File received by it for the exclusive use and benefit of Buyer, and (iii) make disposition thereof only in accordance with the terms of this Agreement or with written instructions furnished by Buyer; provided, however, that in the event of a conflict between the terms of this Agreement and the such written instructions of Buyer, Buyer's written instructions shall control. (c) In the event that (i) Buyer, any Seller Entity or Custodian shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Mortgage File or any document included within a Mortgage File or (ii) a third party shall institute any court proceeding by which any Mortgage File or a document included within a Mortgage File shall be required to be delivered otherwise than in accordance with the provisions of this Agreement, the party receiving such service shall promptly deliver or cause to be delivered to the other parties to this Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. Custodian shall, to the extent permitted by law, continue to hold and maintain all the Mortgage Files that are the subject of such proceedings pending a final, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, Custodian shall dispose of such Mortgage File or any document included within such Mortgage File as directed by Buyer which shall give a direction consistent with such determination. Expenses of Custodian incurred as a result of such proceedings shall be borne by Seller.

Obligations of Custodian. (a) Custodian shall maintain continuous custody of all items constituting On and after the Mortgage Files in secure facilities in accordance Closing Date, with customary standards for such custody and shall reflect in its records the interest of Buyer therein. Each Mortgage Note and Credit Line Agreement, as applicable (and Assignment of Mortgage), shall be maintained in fire resistant facilities. (b) With respect to the Mortgage Files, and other documents constituting each Mortgage Filedelivered to Custodian or which come into the possession of Custodian, Custodian is the custodian for Owner, exclusively. The Custodian shall (i) act exclusively as the bailee of, and custodian for, Buyer, (ii) hold all documents constituting such Mortgage File received by it for the exclusive use and benefit of BuyerOwner, and (iii) shall make disposition thereof only in accordance with the terms of this Agreement or with written instructions furnished by Buyer; provided, however, that in the event of a conflict between the terms of this Agreement and the written instructions Written Instructions furnished by the Trustee. The Custodian shall segregate and maintain continuous custody of Buyerthe Mortgage Files and the Submission Packages in secure and fire resistant facilities in accordance with customary standards for such custody. The Custodian shall review each Mortgage File on or before the Closing Date, Buyer's written instructions and certify to the Trustee, the Securities Administrator, the NIMS Insurer, if any, the Depositor and the Servicer in substantially the form attached hereto as Exhibit H-1 that, as to each Mortgage Loan listed in the Custodial Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian and are not mutilated, torn or defaced unless initialed by the related borrower and relate to such Mortgage Loan and (iii) based on the Custodian’s examination and only as to the foregoing, the information set f xxxx in the Mortgage Loan Schedule that corresponds to items (i), (ii), (ix), (xii), (xiv) (to the extent of the Periodic Rate Cap for the first Adjustment Date and subsequent Adjustment Dates) and (xvi) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Custodian is not under any duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, or appropriate for the represented purpose (including with respect to Section 2.01(f) of the Trust Agreement, whether such title insurance policy (a) contains all necessary endorsements, (b) insures the priority of the Mortgage as a first lien or (c) whether the interest vested in the Mortgagor is a fee interest) or whether they have actually been recorded or that they are other than what they purport to be on their face or (i i) to determine whether any Mortgage File should include any of the documents specified in clause (e) of Section 2.01 of the Trust Agreement. Within 180 days of this Agreement, the Custodian shall controldeliver to the Trustee, the Securities Administrator, the NIMS Insurer, if any, the Depositor and the Servicer a final certification in the form annexed as Exhibit H-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. (b) The Custodian shall promptly notify the Trustee if (i) Custodian has actual knowledge that any mortgage, pledge, lien, security interest or other charge or encumbrance has been placed on any accounts maintained by Seller with Custodian or on the Mortgage File or the Submission Package; or (ii) the representation, warranty and covenant contained in Section 23(d) below were to become untrue or incorrect at any time during the term of this Agreement. (c) In On or before March 15th of each calendar year that the event Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, beginning with March 15, 2007, the Custodian shall, at its own expense, cause a firm of independent public accountants (who may also render other services to Custodian), which is a member of the American Institute of Certified Public Accountants, to furnish to the Program Administrator, the Depositor, the Securities Administrator and Master Servicer a report to the effect that such firm that attests to, and reports on, the assessment made by such asserting party pursuant to Section 4(d) below, which report shall be made in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board. (id) BuyerOn or prior to the Closing Date, any Seller Entity or the Custodian shall be served by deliver to the Sellers, the Master Servicer and the Depositor a third party certification in the form of Exhibit P attached hereto regarding the items it will address in its assessment of compliance with any type the servicing criteria under this Section 4(d). On or before March 15th of levyeach calendar year that the Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, attachmentas amended, writ or court order beginning with March 15, 2007, the Custodian shall deliver to the Seller, the Master Servicer and the Depositor a report regarding its assessment of compliance with the servicing criteria identified in Exhibit P attached hereto, as of and for the period ending the end of the fiscal year ending no later than December 31 of the year prior to the year of delivery of the report, with respect to asset-backed security transactions taken as a whole in which the Custodian is performin g any Mortgage File or any document included within a Mortgage File or of the servicing criteria specified in Exhibit P and that are backed by the same asset type backing such asset-backed securities. Each such report shall include (iia) a third statement of the party’s responsibility for assessing compliance with the servicing criteria applicable to such party, (b) a statement that such party shall institute used the criteria identified in Item 1122(d) of Regulation AB (§ 229.1122(d)) to assess compliance with the applicable servicing criteria, (c) disclosure of any court proceeding material instance of noncompliance identified by such party, and (d) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the applicable servicing criteria, which any Mortgage File or a document included within a Mortgage File report shall be required delivered by the Custodian as provided in this Section 4(d). (e) The Custodian has not and shall not engage any Subcontractor which is “participating in the servicing function” within the meaning of Item 1122 of Regulation AB without (a) giving notice to be delivered otherwise than in accordance with the provisions of this AgreementSellers, the party receiving Trustee, the Master Servicer and the Depositor, and (b) requiring any such service shall promptly deliver or cause Subcontractor to be delivered provide to the Custodian an attestation report as provided for in Section 4(c) above and an assessment report as provided for in Section 4(d) above, which reports the Custodian shall include in the Custodian’s attestation and assessment reports. (f) As to any Deleted Mortgage Loan for which an Originator substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution shall be effected by the related Originator (or Guarantor, as applicable) delivering to the Custodian, for such Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other parties to this Agreement copies of all court papers, orders, documents and other materials concerning agreements, with all necessary endorsements thereon together with an Officers’ Certificate providing that each such proceedingsQualified Substitute Mortgage Loan satisfies the definition thereof and specifying the Substitution Adjustments (as described below), if any, in connection with such substitution. The Custodian shallshall acknowledge receipt for such Qualified Substitute Mortgage Loan or Loans and, within ten Business Days thereafter, review such documents as specified in subsection (a) and deliver to the extent permitted by lawDepositor, continue the Trustee, the Securitie s Administrator, the Servicer and the NIMS Insurer, if any, with respect to hold and maintain all such Qualified Substitute Mortgage Loan or Loans, a certification substantially in the Mortgage Files that are form attached hereto as Exhibit H-1, with any applicable exceptions noted thereon. Within 180 days of the subject date of such proceedings pending a finalsubstitution, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, the Custodian shall dispose deliver to the Depositor, the Trustee, the Securities Administrator, the NIMS Insurer, if any, and the Servicer a certification substantially in the form of Exhibit H-2 hereto with respect to such Qualified Substitute Mortgage File Loan or Loans, with any document included within such Mortgage File as directed by Buyer which shall give a direction consistent with such determination. Expenses of Custodian incurred as a result of such proceedings shall be borne by Sellerapplicable exceptions noted thereon.