Common use of Obligations of the Custodian Clause in Contracts

Obligations of the Custodian. (a) With respect to each Custodian's Mortgage File, the Custodian is exclusively the custodian for the Registered Holder from and after the related Delivery Date. The Custodian shall hold all documents constituting the Custodian's Mortgage File received by it for the exclusive use and benefit of the Registered Holder, and shall make disposition thereof only in accordance with this Agreement and the instructions furnished by the Registered Holder. The Custodian shall segregate and maintain continuous custody of all documents constituting the Custodian's Mortgage File received by it in secure and fire-resistant facilities in accordance with customary standards for such custody. The Custodian represents and warrants that it will verify the receipt of required documents, the accuracy of certain information, and indicate discrepancies pursuant to the custody receipt requirements herein. The Custodian makes no representations or warranties as to, and shall not be responsible to, verify: (i) the validity, legality, enforceability, sufficiency, recordability, due authorization or genuineness of any of the documents contained in each Custodian's Mortgage File or any of the Mortgage Loans or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. No provision of this Agreement shall be construed to impose on the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstances. (b) The Custodian shall, at its own expense, maintain at all times during the existence of this Agreement and keep in full force and effect a fidelity bond, errors and omissions insurance, theft and documents insurance and forgery insurance in amounts and with standard coverage as is customary for insurance typically maintained by institutions that act as custodians. The minimum coverage under any such bond and insurance policies shall be at least equal to the corresponding amounts required by the Government National Mortgage Association, Xxxxxx Mae or Xxxxxxx Mac either of the Custodian or in their respective Seller/Servicing Guides. A certificate of an authorized officer for the Custodian shall be furnished to the Registered Holder upon request as evidence of its compliance with any such requirement.

Obligations of the Custodian. (a) The Custodian shall maintain continuous custody of all items constituting the Custodial Files in secure facilities in accordance with customary standards for such custody and shall reflect in its records the interest of the Trustee, on behalf of the Trust therein. Each Mortgage Note (and Assignment of Mortgage) shall be maintained in fire resistant facilities. (b) With respect to each Custodian's the documents constituting the Custodial File relating to a Mortgage FileLoan listed on the Mortgage Loan Schedule, the Custodian is shall (i) act exclusively as the custodian for bailee of, and Custodian for, the Registered Holder from and after Trustee, on behalf of the related Delivery Date. The Custodian shall Trust, (ii) hold all documents constituting the Custodian's Mortgage such Custodial File received by it for the exclusive use and benefit of the Registered HolderTrustee, on behalf of the Trust, and shall (iii) make disposition thereof only in accordance with the terms of this Custodial Agreement. (c) In the event that (i) the Trustee, the Purchaser, the Seller, or the Custodian shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Custodial File or any document included within a Custodial File or (ii) a third party shall institute any court proceeding by which any Custodial File or a document included within a Custodial 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 the instructions furnished by the Registered Holderother materials concerning such proceedings. The Custodian shall segregate shall, to the extent permitted by law, continue to hold and maintain continuous custody all the Custodial Files that are the subject of all documents constituting the Custodian's Mortgage File received by it in secure and fire-resistant facilities in accordance with customary standards for such custodyproceedings pending a final, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof. The Custodian represents and warrants that it will verify the receipt Upon final determination of required documentssuch court, the accuracy Custodian shall dispose of certain informationsuch Custodial File or any document included within such Custodial File as directed by the Purchaser which shall give a direction consistent with such determination. Expenses and fees (including attorney's fees) of the Custodian incurred as a result of such proceedings shall be borne by the Trust. (d) The Trustee, and indicate discrepancies pursuant to on behalf of the custody receipt requirements herein. The Trust, hereby acknowledges that the Custodian makes no representations or warranties as to, and shall not be responsible tofor the validity and perfection of the Trust's security interest in the Mortgage Loans hereunder, verify: other than the Custodian's obligation to take possession of the Custodial Files as set forth in Section 2 hereof (e) The Custodian shall have no duties or responsibilities except those that are specifically set forth herein, or as subsequently agreed in writing by the parties hereto, and no implied covenants or obligations shall be read into this Agreement against the Custodian. (f) The Custodian shall have no responsibility nor duty with respect to any Custodial Files while not in its possession. (g) The Custodian shall be under no obligation to make any investigation into the facts or matters stated in any resolution, exhibit, request, representation, opinion, certificate, statement, acknowledgement, consent, order or document in the Custodial File. (h) The Custodian shall not be liable with respect to any action taken or omitted to be taken in accordance with the written direction, instruction, acknowledgement, consent or any other communication from the Trustee or the Master Servicer. (i) The provisions of this Section 4 shall survive the validity, legality, enforceability, sufficiency, recordability, due authorization resignation or genuineness of any removal of the documents contained in each Custodian's Mortgage File or any of Custodian and the Mortgage Loans or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. No provision termination of this Agreement shall be construed to impose on the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstancesCustodial Agreement. (bj) The Custodian shall, at its own expense, maintain at all times during the existence of this Agreement and keep in full force and effect a fidelity bond, errors and omissions insurance, theft and documents insurance and forgery insurance in amounts and with standard coverage as is customary for insurance typically maintained by institutions that act as custodians. The minimum coverage under any such bond and insurance policies shall not be at least equal to the corresponding amounts required by the Government National Mortgage Association, Xxxxxx Mae or Xxxxxxx Mac either an agent of the Custodian Trustee and the Trustee shall have no responsibility or in their respective Seller/Servicing Guides. A certificate liability on the actions or omissions of an authorized officer for the Custodian shall be furnished to the Registered Holder upon request as evidence of its compliance with any such requirementCustodian.

Obligations of the Custodian. (a) With respect to each Custodian's Mortgage File, the Custodian is exclusively the custodian for the Registered Holder from and after the related Delivery Date. The Custodian shall hold all documents constituting the Custodian's Mortgage File received by it for the exclusive use and benefit of the Registered Holder, and shall make disposition thereof only in accordance with this Agreement and the instructions furnished by the Registered Holder. The Custodian shall segregate and maintain continuous custody of all documents constituting the Custodian's Mortgage File received by it in secure and fire-resistant facilities in accordance with customary standards for such custody. The Custodian represents and warrants that it will verify the receipt of required documents, the accuracy of certain information, and indicate discrepancies pursuant to the custody receipt requirements herein. The Custodian makes no representations or warranties as to, and shall not be responsible to, verify: (i) the validity, legality, enforceability, sufficiency, recordability, due authorization or genuineness of any of the documents contained in each Custodian's Mortgage File or any of the Mortgage Loans or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. No provision of this Agreement shall be construed to impose on the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstances. (b) The Custodian shall, at its own expense, maintain at all times during the existence of this Agreement and keep in full force and effect a fidelity bond, errors and omissions insurance, theft and documents insurance and forgery insurance in amounts and with standard coverage as is customary for insurance typically maintained by institutions that act as custodians. The minimum coverage under any such bond and insurance policies shall be at least equal to the corresponding amounts required by the Government National Mortgage Association, Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac either of the Custodian or in their respective Sellerrespectixx Xxxler/Servicing GuidesServxxxxx Xuides. A certificate of an authorized officer for the Custodian shall be furnished to the Registered Holder upon request as evidence of its compliance with any such requirement.

Obligations of the Custodian. (a) The Custodian shall maintain continuous custody of all items constituting the Custodial Files in secure facilities in accordance with customary standards for such custody and shall reflect in its records the interest of the Trustee, on behalf of the Trust therein. Each Mortgage Note (and Assignment of Mortgage) shall be maintained in fire resistant facilities. (b) With respect to each Custodian's the documents constituting the Custodial File relating to a Mortgage FileLoan listed on the Mortgage Loan Schedule, the Custodian is shall (i) act exclusively as the custodian for bailee of, and Custodian for, the Registered Holder from and after Trustee, on behalf of the related Delivery Date. The Custodian shall Trust, (ii) hold all documents constituting the Custodian's Mortgage such Custodial File received by it for the exclusive use and benefit of the Registered HolderTrustee, on behalf of the Trust, and shall (iii) make disposition thereof only in accordance with the terms of this Custodial Agreement. (c) In the event that (i) the Trustee, the Purchaser, the Seller, or the Custodian shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Custodial File or any document included within a Custodial File or (ii) a third party shall institute any court proceeding by which any Custodial File or a document included within a Custodial 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 the instructions furnished by the Registered Holderother materials concerning such proceedings. The Custodian shall segregate shall, to the extent permitted by law, continue to hold and maintain continuous custody all the Custodial Files that are the subject of all documents constituting the Custodian's Mortgage File received by it in secure and fire-resistant facilities in accordance with customary standards for such custodyproceedings pending a final, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof. The Custodian represents and warrants that it will verify the receipt Upon final determination of required documentssuch court, the accuracy Custodian shall dispose of certain informationsuch Custodial File or any document included within such Custodial File as directed by the Purchaser which shall give a direction consistent with such determination. Expenses and fees (including attorney’s fees) of the Custodian incurred as a result of such proceedings shall be borne by the Trust. (d) The Trustee, and indicate discrepancies pursuant to on behalf of the custody receipt requirements herein. The Trust, hereby acknowledges that the Custodian makes no representations or warranties as to, and shall not be responsible tofor the validity and perfection of the Trust’s security interest in the Mortgage Loans hereunder, verify: other than the Custodian’s obligation to take possession of the Custodial Files as set forth in Section 2 hereof (e) The Custodian shall have no duties or responsibilities except those that are specifically set forth herein, or as subsequently agreed in writing by the parties hereto, and no implied covenants or obligations shall be read into this Agreement against the Custodian. (f) The Custodian shall have no responsibility nor duty with respect to any Custodial Files while not in its possession. (g) The Custodian shall be under no obligation to make any investigation into the facts or matters stated in any resolution, exhibit, request, representation, opinion, certificate, statement, acknowledgement, consent, order or document in the Custodial File. (h) The Custodian shall not be liable with respect to any action taken or omitted to be taken in accordance with the written direction, instruction, acknowledgement, consent or any other communication from the Trustee or the Master Servicer. (i) The provisions of this Section 4 shall survive the validity, legality, enforceability, sufficiency, recordability, due authorization resignation or genuineness of any removal of the documents contained in each Custodian's Mortgage File or any of Custodian and the Mortgage Loans or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. No provision termination of this Agreement shall be construed to impose on the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstancesCustodial Agreement. (bj) The Custodian shall, at its own expense, maintain at all times during the existence of this Agreement and keep in full force and effect a fidelity bond, errors and omissions insurance, theft and documents insurance and forgery insurance in amounts and with standard coverage as is customary for insurance typically maintained by institutions that act as custodians. The minimum coverage under any such bond and insurance policies shall not be at least equal to the corresponding amounts required by the Government National Mortgage Association, Xxxxxx Mae or Xxxxxxx Mac either an agent of the Custodian Trustee and the Trustee shall have no responsibility or in their respective Seller/Servicing Guides. A certificate liability on the actions or omissions of an authorized officer for the Custodian shall be furnished to the Registered Holder upon request as evidence of its compliance with any such requirementCustodian.

Obligations of the Custodian. (a) With respect to each Custodian's Mortgage File, the Custodian is exclusively the custodian for the Registered Holder from and after the related Delivery Date. The Custodian shall hold all documents constituting the Custodian's Mortgage File received by it for the exclusive use and benefit of the Registered Holder, and shall make disposition thereof only in accordance with this Agreement and the instructions furnished by the Registered Holder. The Custodian shall segregate and maintain continuous custody of all documents constituting the Custodian's Mortgage File received by it in secure and fire-resistant facilities in accordance with customary standards for such custody. The Custodian represents and warrants that it will verify the receipt of required documents, the accuracy of certain information, and indicate discrepancies pursuant to the custody receipt requirements herein. The Custodian makes no representations or warranties as to, and shall not be responsible to, verify: (i) the validity, legality, enforceability, sufficiency, recordability, due authorization or genuineness of any of the documents contained in each Custodian's Mortgage File or any of the Mortgage Loans or (ii) the collectibilitycollectability, insurability, effectiveness or suitability of any such Mortgage Loan. No provision of this Agreement shall be construed to impose on the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstances. (b) The Custodian shall, at its own expense, maintain at all times during the existence of this Agreement and keep in full force and effect a fidelity bond, errors and omissions insurance, theft and documents insurance and forgery insurance in amounts and with standard coverage as is customary for insurance typically maintained by institutions that act as custodians. The minimum coverage under any such bond and insurance policies shall be at least equal to the corresponding amounts required by the Government National Mortgage Association, Xxxxxx Mae or Xxxxxxx Mac either of the Custodian or in their respective Seller/Servicing Guides. A certificate of an authorized officer for the Custodian shall be furnished to the Registered Holder upon request as evidence of its compliance with any such requirement.

Obligations of the Custodian. (a) With respect to the Mortgage Note, the Mortgage and the Assignment of Mortgage and other documents constituting each Custodial File which is delivered to the Custodian or which come into the possession of the Custodian's Mortgage File, the Custodian is exclusively the custodian for the Registered Holder from and after the related Delivery DatePurchaser exclusively. The Custodian shall hold all mortgage documents constituting the Custodian's Mortgage File received by it constituting the Custodial File for the exclusive use and benefit of the Registered HolderPurchaser, and shall make disposition thereof only in accordance with this Custodial Agreement and the instructions furnished by the Registered HolderPurchaser. The Custodian shall segregate and maintain continuous custody of all mortgage documents constituting the Custodian's Mortgage Custodial File received by it in secure and fire-fire resistant facilities in accordance with customary standards for such custody. The During the term of this Agreement, if the Custodian represents and warrants that it will verify discovers any defect with respect to the receipt of required documentsCustodial File, the accuracy Custodian shall give written specification of certain information, and indicate discrepancies pursuant such defect to the custody receipt requirements hereinServicer and the Purchaser. The Custodian makes no representations RELEASE FOR SERVICING. From time to time and as appropriate for the foreclosure or warranties as to, and shall not be responsible to, verify: (i) the validity, legality, enforceability, sufficiency, recordability, due authorization or genuineness servicing of any of the Mortgage Loans, the Custodian is hereby authorized, upon written receipt from the Servicer of a request for release of documents contained and receipt in each Custodian's Mortgage the form annexed hereto as Exhibit 2, to release to the Servicer the related Custodial File or any the documents set forth in such request and receipt to the Servicer. All documents so released to the Servicer shall be held by the Servicer in trust for the benefit of the Purchaser in accordance with the Servicing Agreement. The Servicer shall return to the Custodian the Custodial File or other such documents when the Servicer's need therefor in connection with such foreclosure or servicing no longer exists, unless the Mortgage Loans or (ii) Loan shall be liquidated in which case, upon receipt of an additional request for release of documents and receipt certifying such liquidation from the collectibilityServicer to the Custodian in the form annexed hereto as Exhibit 2, insurability, effectiveness or suitability of any such Mortgage Loan. No provision the Servicer's request and receipt submitted pursuant to the first sentence of this Agreement Section 6 shall be construed to impose on released by the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstances. (b) The Custodian shall, at its own expense, maintain at all times during the existence of this Agreement and keep in full force and effect a fidelity bond, errors and omissions insurance, theft and documents insurance and forgery insurance in amounts and with standard coverage as is customary for insurance typically maintained by institutions that act as custodians. The minimum coverage under any such bond and insurance policies shall be at least equal to the corresponding amounts required by the Government National Mortgage Association, Xxxxxx Mae or Xxxxxxx Mac either of the Custodian or in their respective Seller/Servicing Guides. A certificate of an authorized officer for the Custodian shall be furnished to the Registered Holder upon request as evidence of its compliance with any such requirementServicer.

Obligations of the Custodian. Ownership of Mortgage Loan Documents. (a) With respect to each Custodian's Mortgage FileCustodial File that is delivered to the Custodian or that comes into the possession of the Custodian pursuant to this Agreement, the Custodian acknowledges and agrees that the Custodian is exclusively the custodian for the Registered Holder from Trustee exclusively and after that the related Delivery DateTrustee of the Mortgage Loans has the legal right to, at any time and in its absolute discretion, direct, in writing, the Custodian to release any Custodial File or all Custodial Files to the Trustee or the Trustee's designee, as the case may be, at such place or places as the Trustee may designate. The Custodian shall hold all documents constituting the Custodian's Mortgage each Custodial File received by it for the exclusive use and benefit of the Registered HolderTrustee, and shall make disposition thereof only in accordance with this Agreement and the written instructions furnished by the Registered HolderTrustee. The Custodian shall segregate and maintain continuous custody of all mortgage documents constituting the Custodian's Mortgage Custodial File received by it in secure and fire-resistant facilities in accordance with customary standards (two-hour fire rated) for such custody. The Custodian represents shall conduct, or cause to be conducted, periodic audits of the Custodial Files held by it under this Agreement in accordance with this Agreement and warrants that it will of the related accounts, records and computer systems, in such a manner as shall allow the Trustee to verify the receipt of required documents, the accuracy of certain information, and indicate discrepancies pursuant to the custody receipt requirements hereinCustodian's record keeping. The Custodian makes no representations or warranties as to, and shall not be responsible to, verify: to verify (i) the validity, legality, enforceability, sufficiency, recordability, due authorization or genuineness of any of document in the documents contained in each Custodian's Mortgage Custodial File or of any of the Mortgage Loans or (ii) the collectibility, insurability, effectiveness including the authority or ,capacity of any Person to execute or issue any document in the Custodial File, or suitability of any Mortgage Loan unless specified otherwise in this Agreement. The Custodian shall promptly report to the Trustee any failure on its part to hold the Custodial Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy such Mortgage Loan. No provision of this Agreement shall be construed to impose on the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstancesfailure. (b) The On or before March 1st of each calendar year, beginning with March 1, 2007, the Custodian shall, at its own expense, maintain at all times during cause a firm of independent public accountants (who may also render other services to Custodian), which is a member of the existence American Institute of this Agreement Certified Public Accountants, to furnish to the Trustee, the Depositor, the Securities Administrator and keep in full force the Master Servicer a report to the effect that such firm that attests to, and effect a fidelity bondreports on, errors and omissions insurancethe assessment made by such asserting party pursuant to Section 4(c) below, theft and documents insurance and forgery insurance in amounts and with standard coverage as is customary for insurance typically maintained by institutions that act as custodians. The minimum coverage under any such bond and insurance policies which report shall be at least equal to the corresponding amounts required made in accordance with standards for attestation engagements issued or adopted by the Government National Mortgage AssociationPublic Company Accounting Oversight Board. (c) On or before March 1st of each calendar year, Xxxxxx Mae or Xxxxxxx Mac either of the Custodian or in their respective Seller/Servicing Guides. A certificate of an authorized officer for beginning with March 1, 2007, the Custodian shall be furnished deliver to the Registered Holder upon request Trustee, the Master Servicer, the Securities Administrator and the Depositor a report regarding its assessment of compliance with the servicing criteria identified in Exhibit G attached hereto, as evidence 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 performing all of the servicing criteria specified in Exhibit G. Each such report shall include (a) a statement of the party's responsibility for assessing compliance with the servicing criteria applicable to such party, (b) a statement that such party used the criteria identified in Item 1122(d) of Regulation AB (ss. 229.1122(d)) to assess compliance with the applicable servicing criteria, (c) disclosure of any 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 report shall be delivered by the Custodian as provided in this Section 4(c). (d) 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, unless such Subcontractor provides, beginning March 1, 2007, and annually thereafter, a report and a statement of a registered public accounting firm certifying its compliance with any such requirementthe applicable servicing criteria in Item 1122(d) of Regulation AB.

Obligations of the Custodian. (a) With respect to each Custodian's Mortgage File, the Custodian is exclusively the custodian for the Registered Holder from and after the related Delivery Date. The Custodian assumes no obligation nor shall hold all documents constituting the Custodian's Mortgage File received by it for the exclusive use and benefit of the Registered Holder, and shall make disposition thereof only in accordance with be subject to any liability under this Agreement and to Holders of Custodial Receipts, other than by reason of willful misconduct, bad faith or gross negligence in the instructions furnished by the Registered Holder. The Custodian shall segregate and maintain continuous custody performance of all documents constituting the Custodian's Mortgage File received by it such duties as are specifically set forth in secure and fire-resistant facilities in accordance with customary standards for such custody. The Custodian represents and warrants that it will verify the receipt of required documents, the accuracy of certain information, and indicate discrepancies pursuant to the custody receipt requirements herein. The Custodian makes no representations or warranties as to, and shall not be responsible to, verify: (i) the validity, legality, enforceability, sufficiency, recordability, due authorization or genuineness of any of the documents contained in each Custodian's Mortgage File or any of the Mortgage Loans or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loanthis Agreement. No provision of this Agreement shall be construed to impose on require the Custodian to expend or risk its own funds or otherwise incur any obligation financial liability in the performance of a third party seller under this Agreement any of its duties hereunder, or a Purchase Agreement under in the exercise of any circumstancesof its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) The Custodian shall, at its own expense, maintain at all times during shall not be liable to any Holder of any Custodial Receipt for any action or non-action by it in reliance upon the existence advice of this Agreement and keep in full force and effect a fidelity bond, errors and omissions insurance, theft and documents insurance and forgery insurance in amounts and with standard coverage as is customary for insurance typically maintained by institutions that act as custodiansor information from legal counsel or accountants. The minimum coverage under any such bond Custodian may conclusively rely and insurance policies shall be at least equal fully protected in acting upon any written notice, request, direction or other document reasonably believed by it to the corresponding amounts required be genuine and to have been signed or presented by the Government National Mortgage Association, Xxxxxx Mae proper party or Xxxxxxx Mac either parties. (c) Except for the authority and authenticity of any signatures of signatories of the Custodian or in their respective Seller/Servicing Guides. A certificate of an authorized officer for appearing on the Custodial Receipts, the Custodian makes no representations as to the validity or sufficiency of the Custodial Receipts, as to the validity, sufficiency, worth or tax exempt status of the Bonds. (d) The Custodian may consult with counsel of its selection and the advice of such counsel or any opinion of counsel shall be furnished to the Registered Holder full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon. (e) The Custodian may conclusively rely and shall be protected in acting or refraining from acting upon request as any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of its compliance with any such requirementindebtedness or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties.

Obligations of the Custodian. (a) With respect to each Custodian's Mortgage File, the Custodian is exclusively the custodian for the Registered Holder from and after the related Delivery Date. The Custodian shall hold all documents constituting the Custodian's Mortgage File received by it for the exclusive use and benefit of the Registered Holder, and shall make disposition thereof only in accordance with this Agreement and the instructions furnished by the Registered Holder. The Custodian shall segregate and maintain continuous custody of all documents items constituting the Custodian's Mortgage File received by it Loan Files in secure and fire-resistant facilities in accordance with customary standards for such custodycustody and shall reflect in its records the interest of the Administrative Agent therein. Each Loan File shall be maintained in fire-resistant facilities. The Custodian represents and warrants that it will verify the receipt of required documents, the accuracy of certain information, and indicate discrepancies pursuant to the custody receipt requirements herein. The Custodian makes no representations or warranties as to, and shall not be responsible to, verify: to verify (i) the validity, legality, recordability, enforceability, sufficiency, recordability, due authorization or genuineness of any of the documents contained document in each Custodian's Mortgage Loan File or of any of the Mortgage Loans or (ii) the collectibilitycollectability, insurability, effectiveness or suitability of any such Mortgage Loan. No provision of this Agreement shall be construed to impose on the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstances. (b) In the event that (i) the Administrative Agent, the Servicer, the 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 Loan File or any document included within a Loan File or (ii) a third party shall institute any court proceeding by which any Loan File or a document included within a Loan File shall be required to be delivered otherwise than in accordance with the provisions of this Custodial Agreement, the party receiving such service shall promptly deliver or cause to be delivered to the other parties to this Custodial Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian shall, at its own expenseto the extent permitted by law and any court order, continue to hold and maintain at all times during Loan Files that are the existence subject of this Agreement such proceedings pending an order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, and keep if permitted by such determination, the Custodian shall release such Loan File or any document included within such Loan File as directed in full force and effect writing by the Administrative Agent, which shall give a fidelity bond, errors and omissions insurance, theft and documents insurance and forgery insurance in amounts and direction consistent with standard coverage as is customary for insurance typically maintained by institutions that act as custodianssuch court determination. The minimum coverage under Custodian shall have no obligation to monitor or appear in any such bond proceeding on behalf of or in the name of the Borrower. Expenses and insurance policies shall be at least equal to the corresponding amounts required by the Government National Mortgage Associationfees (including without limitation, Xxxxxx Mae or Xxxxxxx Mac either attorney’s fees) of the Custodian incurred as a result of such proceedings shall be borne by the Borrower. (c) The Administrative Agent hereby acknowledges that the Custodian shall not be responsible for the monitoring of, or the validity and perfection of the Administrative Agent’s security interest in their respective Seller/Servicing Guides. A certificate the Loans hereunder, other than the Custodian’s obligation to take possession of an authorized officer the Loan File for each Loan. (d) The Custodian shall have no duties or responsibilities except those that are specifically set forth herein, shall not be liable except for the performance of such duties and obligations and no implied covenants or obligations shall be read into this Custodial Agreement against the Custodian. (e) The Custodian shall have no responsibility or duty with respect to any Loan Files while not in its physical possession, it being understood and agreed that possession by the Custodian of any Loan File shall not be imputed to the Custodian at any time such Loan File is in transit, with a courier, to or from the Custodian, pursuant to Section 14 hereunder or otherwise. (f) The Custodian shall be under no obligation to make any investigation into the facts or matters stated in any instruction, direction, resolution, certificate, statement, acknowledgement, consent, order, document in the Loan File, or any other document. (g) The Custodian shall not be liable with respect to any action taken or omitted to be taken in accordance with the written direction, instruction, acknowledgement, consent or any other communication from the Administrative Agent. (h) The Custodian shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder. (i) Any corporation into which the Custodian may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Custodian shall be furnished a party, or any corporation succeeding to the Registered Holder upon request as evidence business of its compliance the Custodian shall be a party, or any corporation succeeding to the business of the Custodian shall be the successor of the Custodian hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such requirementsuccession, anything herein to the contrary notwithstanding. (j) The Custodian may consult with counsel and the advice or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel. (k) The Custodian may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed. (l) The provisions of this Section 4 shall survive the resignation or removal of the Custodian and the assignment or termination of this Custodial Agreement.

Obligations of the Custodian. (a) With respect to each Custodian's Mortgage File, the Custodian is exclusively the custodian for the Registered Holder from and after the related Delivery Date. The Custodian shall hold all documents constituting the Custodian's Mortgage File received by it for the exclusive use and benefit of the Registered Holder, and shall make disposition thereof only in accordance with this Agreement and the instructions furnished by the Registered Holder. The Custodian shall segregate and maintain continuous custody of all documents items constituting the Custodian's Mortgage File received by it Loan Files in secure and fire-resistant facilities in accordance with customary standards for such custodycustody and shall reflect in its records the interest of the Administrative Agent therein. Each Loan File shall be maintained in fire-resistant facilities. The Custodian represents and warrants that it will verify the receipt of required documents, the accuracy of certain information, and indicate discrepancies pursuant to the custody receipt requirements herein. The Custodian makes no representations or warranties as to, and shall not be responsible to, verify: to verify (i) the validity, legality, recordability, enforceability, sufficiency, recordability, due authorization or genuineness of any of the documents contained document in each Custodian's Mortgage Loan File or of any of the Mortgage Loans or (ii) the collectibilitycollectability, insurability, effectiveness or suitability of any such Mortgage Loan. No provision of this Agreement shall be construed to impose on the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstances. (b) In the event that (i) the Administrative Agent, the Servicer, the 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 Loan File or any document included within a Loan File or (ii) a third party shall institute any court proceeding by which any Loan File or a document included within a Loan File shall be required to be delivered otherwise than in accordance with the provisions of this Custodial Agreement, the party receiving such service shall promptly deliver or cause to be delivered to the other parties to this Custodial Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian shall, at its own expenseto the extent permitted by law and any court order, continue to hold and maintain at all times during Loan Files that are the existence subject of this Agreement such proceedings pending an order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, and keep if permitted by such determination, the Custodian shall release such Loan File or any document included within such Loan File as directed in full force and effect writing by the Administrative Agent, which shall give a fidelity bond, errors and omissions insurance, theft and documents insurance and forgery insurance in amounts and direction consistent with standard coverage as is customary for insurance typically maintained by institutions that act as custodianssuch court determination. The minimum coverage under Custodian shall have no obligation to monitor or appear in any such bond proceeding on behalf of or in the name of the Borrower. Expenses and insurance policies shall be at least equal to the corresponding amounts required by the Government National Mortgage Associationfees (including without limitation, Xxxxxx Mae or Xxxxxxx Mac either attorney’s fees) of the Custodian incurred as a result of such proceedings shall be borne by the Borrower. (c) The Administrative Agent hereby acknowledges that the Custodian shall not be responsible for the monitoring of, or the validity and perfection of the Administrative Agent’s security interest in their respective Seller/Servicing Guides. A certificate the Loans hereunder, other than the Custodian’s obligation to take possession of an authorized officer the Loan File for each Loan. (d) The Custodian shall have no duties or responsibilities except those that are specifically set forth herein, shall not be liable except for the performance of such duties and obligations and no implied covenants or obligations shall be read into this Custodial Agreement against the Custodian. (e) The Custodian shall have no responsibility or duty with respect to any Loan Files while not in its physical possession, it being understood and agreed that possession by the Custodian of any Loan File shall not be imputed to the Custodian at any time such Loan File is in transit, with a courier, to or from the Custodian, pursuant to Section 14 hereunder or otherwise. (f) The Custodian shall be under no obligation to make any investigation into the facts or matters stated in any instruction, direction, resolution, certificate, statement, acknowledgement, consent, order, document in any Loan File, or any other document. (g) The Custodian shall not be liable with respect to any action taken or omitted to be taken in accordance with the written direction, instruction, acknowledgement, consent or any other communication from the Administrative Agent. (h) The Custodian shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder. (i) Any corporation into which the Custodian may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Custodian shall be furnished a party, or any corporation succeeding to the Registered Holder upon request as evidence business of the Custodian shall be a party, or any corporation succeeding to the business of the Custodian shall be the successor of the Custodian hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding. (j) The Custodian may consult with counsel and the advice or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel. (k) Neither the Custodian nor any of its compliance officers, directors, employees or agents shall be liable, directly or indirectly, for (i) any damages or expenses arising out of the services performed under this Custodial Agreement other than damages or expenses that result from the gross negligence or willful misconduct of it or them or (ii) any punitive, loss-of-profit consequential or indirect damages. (l) The Custodian may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any such requirementwillful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee so appointed. (m) The Custodian shall not incur any liability or be responsible for delays or failures in performance of its obligations under this Custodial Agreement resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes, acts of terrorism or other disasters. (n) The provisions of this Section 4 shall survive the resignation or removal of the Custodian and the assignment or termination of this Custodial Agreement.

Obligations of the Custodian. (a) 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 interest of the Lender therein. Each Mortgage Note (and Assignment of Mortgage) shall be maintained in fire resistant facilities. (b) With respect to the documents constituting each Custodian's Mortgage File, the Custodian is shall (i) act exclusively as the bailee of, and custodian for for, the Registered Holder from and after the related Delivery Date. The Custodian shall Lender, (ii) hold all documents constituting the Custodian's such Mortgage File received by it for the exclusive use and benefit of the Registered HolderLender, and shall (iii) make disposition thereof only in accordance with the terms of this Custodial Agreement and the or with written instructions furnished by the Registered HolderLender; provided, however, that in the event of a conflict between the terms of this Custodial Agreement and the written instructions of the Lender, the Lender's written instructions shall control. (c) In the event that (i) the Lender, the 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 Custodial Agreement, the party receiving such service shall promptly deliver or cause to be delivered to the other parties to this Custodial Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian shall segregate shall, to the extent permitted by law or any court order continue to hold and maintain continuous custody all the Mortgage Files that are the subject of all documents constituting such proceedings pending a final, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, the Custodian's Custodian shall dispose of such Mortgage File received or any document included within such Mortgage File as directed by it in secure the Lender which shall give a direction consistent with such determination. Expenses of the Custodian (including reasonable attorneys' fees and fire-resistant facilities in accordance with customary standards for related expenses) incurred as a result of such custody. proceedings shall be borne by the Borrower. (d) The Lender hereby acknowledges that the Custodian represents and warrants that it will verify the receipt of required documents, the accuracy of certain information, and indicate discrepancies pursuant to the custody receipt requirements herein. The Custodian makes no representations or warranties as to, and shall not be responsible to, verify: (i) for the validity, legality, enforceability, sufficiency, recordability, due authorization or genuineness of any validity and perfection of the documents contained Lender's security interest in each the Collateral hereunder, other than the Custodian's Mortgage File or any obligation to take possession of the Mortgage Loans or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. No provision of this Agreement shall be construed to impose on the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstancesCollateral as set forth in Section 2 hereof. (be) The During the term of this Custodial Agreement, if the Custodian discovers any nonconformity with the review criteria in Annex 4 with respect to any Mortgage File, the Custodian shall, at its own expenseby means of the Exception Report, maintain at all times during the existence give written specification of this Agreement and keep in full force and effect a fidelity bond, errors and omissions insurance, theft and documents insurance and forgery insurance in amounts and with standard coverage as is customary for insurance typically maintained by institutions that act as custodians. The minimum coverage under any such bond and insurance policies shall be at least equal nonconformity to the corresponding amounts required by Lender and the Government National Mortgage Association, Xxxxxx Mae or Xxxxxxx Mac either of the Custodian or in their respective Seller/Servicing Guides. A certificate of an authorized officer for the Custodian shall be furnished to the Registered Holder upon request as evidence of its compliance with any such requirementBorrower.

Obligations of the Custodian. (a) With respect to each Custodian's Mortgage File, the Custodian is exclusively the custodian for the Registered Holder from and after the related Delivery Date. The Custodian shall hold all documents constituting the Custodian's Mortgage File received by it for the exclusive use and benefit of the Registered Holder, and shall make disposition thereof only in accordance with this Agreement and the instructions furnished by the Registered Holder. The Custodian shall segregate and maintain continuous custody of all documents constituting the Custodian's Mortgage File received by it in secure and fire-resistant facilities in accordance with customary standards for such custody. The Custodian represents and warrants that it will verify the receipt of required documents, the accuracy of certain information, and indicate discrepancies pursuant to the custody receipt requirements herein. The Custodian makes no representations or warranties as to, and shall not be responsible to, verify: (i) the validity, legality, enforceability, sufficiency, recordability, due authorization or genuineness of any of the documents contained in each Custodian's Mortgage File or any of the Mortgage Loans or (ii) the collectibilitycollctibility, insurability, effectiveness or suitability of any such Mortgage Loan. No provision of this Agreement shall be construed to impose on the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstances. (b) The Custodian shall, at its own expense, maintain at all times during the existence of this Agreement and keep in full force and effect a fidelity bond, errors and omissions insurance, theft and documents insurance and forgery insurance in amounts and with standard coverage as is customary for insurance typically maintained by institutions that act as custodians. The minimum coverage under any such bond and insurance policies shall be at least equal to the corresponding amounts required by the Government National Mortgage Association, Xxxxxx Mae or Xxxxxxx Mac either of the Custodian or in their respective Seller/Servicing Guides. A certificate of an authorized officer for the Custodian shall be furnished to the Registered Holder upon request as evidence of its compliance with any such requirement.

Obligations of the Custodian. (a) The Custodian shall segregate and maintain continuous custody of the Mortgage Files in secure and fire resistant facilities in accordance with customary standards for such custody in the State of Minnesota. The Custodian shall promptly report to the Borrower and the Agent any failure on its part to hold the Mortgage Files and maintain its accounts, records and computer systems as herein provided and shall promptly take appropriate action to remedy such failure. (b) With respect to the documents constituting each Custodian's Mortgage File, the Custodian is exclusively shall (A) act as the custodian for, and the bailee of, the Borrower to perfect the ownership interest of the Borrower in the documents constituting such Mortgage File, (B) act as the custodian for, and the bailee for the Registered Holder from and after benefit of, the related Delivery Date. The Custodian shall Agent (for the benefit of the Lender) to perfect the security interest of the Agent (for the benefit of the Lender) in the documents constituting such Mortgage File, (C) hold all documents constituting the Custodian's such Mortgage File received by it for the exclusive use and benefit of the Registered HolderAgent, for the benefit of the Lender, and shall (D) make disposition dispositions thereof only in accordance with the terms of this Agreement and the or with written instructions furnished by the Registered HolderAgent. (c) In the event that (i) the Agent, the 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 a 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 use its best efforts to 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. The Custodian shall segregate continue to hold and maintain continuous custody all Mortgage Files that are the subject of all documents constituting the Custodian's Mortgage File received by it in secure and firesuch proceedings pending a final non-resistant facilities in accordance with customary standards for appealable order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final non-appealable determination of such custody. The Custodian represents and warrants that it will verify the receipt of required documentscourt, the accuracy Custodian shall dispose of certain information, and indicate discrepancies pursuant to the custody receipt requirements herein. The Custodian makes no representations or warranties as to, and shall not be responsible to, verify: (i) the validity, legality, enforceability, sufficiency, recordability, due authorization or genuineness of any of the documents contained in each Custodian's such Mortgage File or any document included within such Mortgage File as directed by such determination or, if no such determination is made, in accordance with the provisions of this Agreement. Expenses of the Mortgage Loans or (ii) the collectibility, insurability, effectiveness or suitability Custodian incurred as a result of any such Mortgage Loan. No provision of this Agreement proceedings shall be construed borne by the Borrower, to impose on the Custodian any obligation extent of a third party seller under this Agreement or a Purchase Agreement under any circumstancesfunds available to pay such expenses pursuant to clause tenth of Section 1.4(d) and clause eighth of Section 1.4(e) of the Loan Agreement, as applicable. (bd) The Custodian shall, at its own expense, maintain at all times during the existence of this Agreement and keep in full force and effect a fidelity bond, errors and omissions insurance, theft and documents insurance and forgery insurance in amounts and with standard coverage as is customary for insurance typically maintained by institutions that act as custodians. The minimum coverage under any such bond and insurance policies shall be at least equal deliver to the corresponding amounts required Agent and the Servicer no less frequently than once per calendar month a report (the “Custodial Monthly Report”), in a form to be agreed upon by the Government National Custodian and the Agent, that sets forth a list of all Mortgage Association, Xxxxxx Mae or Xxxxxxx Mac either Files held by the Custodian as of the Custodian or in their respective Seller/Servicing Guides. A certificate date of an authorized officer for delivery of such Custodial Monthly Report and all Deficiencies with respect to such Mortgage Files as of the Custodian shall be furnished to the Registered Holder upon request as evidence date of its compliance with any delivery of such requirementCustodial Monthly Report.

Obligations of the Custodian. (a) With respect to the Mortgage Note, the Mortgage and the Assignment of Mortgage and other documents constituting each Custodial File which is delivered to the Custodian or which come into the possession of the Custodian's Mortgage File, the Custodian is exclusively the custodian for the Registered Holder from and after the related Delivery DateTrustee exclusively. The Custodian shall hold all mortgage documents constituting the Custodian's Mortgage File received by it constituting the Custodial File for the exclusive use and benefit of the Registered HolderTrustee, and shall make disposition thereof only in accordance with this Custodial Agreement and the instructions furnished by the Registered HolderTrustee. The Custodian shall segregate and maintain continuous custody of all mortgage documents constituting the Custodian's Mortgage Custodial File received by it in secure and fire-resistant facilities in accordance with customary standards for such custody. The Custodian represents and warrants that it will verify the receipt of required documents, the accuracy of certain information, and indicate discrepancies pursuant to the custody receipt requirements herein. The Custodian makes no representations or warranties as to, and shall not be responsible to, verify: to verify (i) the validity, legality, enforceability, sufficiency, recordability, due authorization or genuineness of any of document in the documents contained in each Custodian's Mortgage Custodial File or of any of the Mortgage Loans or (ii) the collectibilitycollectability, insurability, effectiveness including the authority or capacity of any Person to execute or issue any document in the Custodial File, or suitability of any Mortgage Loan unless specified otherwise in this Custodial Agreement. The Custodian shall promptly report to the Trustee any failure on its part to hold the Custodial Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy such Mortgage Loan. No provision of this Agreement shall be construed to impose on the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstancesfailure. (b) The On or before March 15th of each calendar year that the Trust Fund is subject to the Exchange Act reporting requirements, beginning with March 15, 2007, the Custodian shall, at its own expense, maintain at all times during cause a firm of independent public accountants (who may also render other services to Custodian), which is a member of the existence American Institute of this Agreement Certified Public Accountants, to furnish to the Trustee and keep in full force the Depositor a report to the effect that such firm that attests to, and effect a fidelity bondreports on, errors and omissions insurancethe assessment made by such asserting party pursuant to Section 5(c) below, theft and documents insurance and forgery insurance in amounts and with standard coverage as is customary for insurance typically maintained by institutions that act as custodians. The minimum coverage under any such bond and insurance policies which report shall be at least equal made in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board. (c) On or before March 15th of each calendar year that the Trust Fund is subject to the corresponding amounts required by the Government National Mortgage AssociationExchange Act reporting requirements, Xxxxxx Mae or Xxxxxxx Mac either of the Custodian or in their respective Seller/Servicing Guides. A certificate of an authorized officer for beginning with March 15, 2007, the Custodian shall be furnished deliver to the Registered Holder upon request as evidence Trustee and the Depositor a report regarding its assessment of its compliance with the applicable servicing criteria identified in Exhibit 7 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 performing any of the servicing criteria specified in Exhibit 7 and that are backed by the same asset type backing such asset-backed securities. Each such report shall include (a) a statement of the party’s responsibility for assessing compliance with the servicing criteria applicable to such party, (b) a statement that such party 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 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 report shall be delivered by the Custodian as provided in Section 5(b). (d) 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 the Seller, the Trustee, the Master Servicer, the Servicers and the Depositor, and (b) requiring any such requirementSubcontractor to provide to the Custodian an attestation report as provided for in Section 5(b) above and an assessment report as provided for in Section 5(c) above, which reports the Custodian shall include in the Custodian’s attestation and assessment reports.

Obligations of the Custodian. (a) With respect to each Custodian's Mortgage File, The Custodian shall use reasonable care and due diligence in the Custodian is exclusively the custodian for the Registered Holder from and after the related Delivery Dateperformance of its duties hereunder. The Custodian shall hold all documents constituting the Custodian's Mortgage File received by it for the exclusive use and benefit of the Registered Holder, and shall make disposition thereof only in accordance with this Agreement and the instructions furnished by the Registered Holder. The Custodian shall segregate and maintain continuous custody of all documents items constituting the Custodian's Mortgage File received by it ’s Medallion Loan Files in secure and fire-resistant facilities in accordance with customary standards for such custody. The Custodian represents and warrants that it will verify the receipt of required documents, the accuracy of certain information, and indicate discrepancies pursuant Custodian’s Medallion Loan Files pledged to the custody receipt requirements hereinAgent shall be segregated from all other files held by the Custodian. The Custodian makes no representations or warranties as to, to and shall not be responsible to, verify: to verify (i) the validity, legality, enforceability, sufficiency, recordability, due authorization or genuineness of any of the documents contained document in each Custodian's Mortgage ’s Medallion Loan File or of any of the Mortgage Medallion Loans or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Medallion Loan. No provision of this Agreement shall be construed to impose on the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstances. (b) The With respect to the documents constituting each Custodian’s Medallion Loan File relating to a Medallion Loan listed on the related Medallion Loan Schedule and Exception Report, the Custodian shallshall (i) act as the bailee of, at its own expenseand custodian for, maintain at the Borrower to perfect the ownership interest of the Borrower in the documents constituting such Custodian’s Medallion Loan File, (ii) act as the bailee (for purposes of Section 9-313 of the Uniform Commercial Code) of, and custodian for, the Agent and the Secured Parties to perfect the security interest of the Agent, for the benefit of the Secured Parties, in the documents constituting such Custodian’s Medallion Loan Files, (iii) hold all times during documents constituting such Custodian’s Medallion Loan File received by it for the existence exclusive use and benefit of the Agent and the Secured Parties, and (iv) make disposition thereof only in accordance with the terms of this Custodial Agreement or with written instructions furnished by the Agent; provided, however, that in the event of a conflict between the terms of this Custodial Agreement and keep the written instructions of the Agent, the Agent’s written instructions shall control. (c) The Agent, upon the release of any or all of the Medallion Loans from the Lien of the Loan Agreement or termination of the Loan Agreement as to any or all of the Medallion Loans, shall notify the Custodian in full force writing in the form of Exhibit 2 with respect to such release, and effect a fidelity bond, errors and omissions insurance, theft and documents insurance and forgery insurance in amounts and with standard coverage as is customary for insurance typically maintained by institutions that act as custodians. The minimum coverage under any such bond and insurance policies the Custodian shall be at least equal then deliver the Custodian’s Medallion Loan Files relating to the corresponding amounts required by Medallion Loans to the Government National Mortgage AssociationBorrower or the Borrower’s designee. (d) In the event that (i) the Agent, Xxxxxx Mae the Borrower, the Servicer or Xxxxxxx Mac either of the Custodian or in their respective Seller/Servicing Guides. A certificate of an authorized officer for the Custodian shall be furnished served by a third party with any type of levy, attachment, writ or court order with respect to any Custodian’s Medallion Loan File or a document included within a Custodian’s Medallion Loan File or (ii) a third party shall institute any court proceeding by which any Custodian’s Medallion Loan File or a document included within a Custodian’s Medallion Loan File shall be required to be delivered otherwise than in accordance with the provisions of this Agreement, the party or parties receiving such service shall promptly deliver or cause to be delivered to the Registered Holder upon request other parties to this Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian shall continue to hold and maintain all the Custodian’s Medallion Loan Files that are the subject of such proceedings pending a final order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, the Custodian shall dispose of such Custodian’s Medallion Loan File or a document included within such Custodian’s Medallion Loan File as evidence directed by such determination or, if no such determination is made, in accordance with the provisions of this Agreement. Expenses of the Custodian incurred as a result of such proceedings shall be borne by the Borrower. (e) The Custodian hereby represents and warrants to each other party to this Agreement that this Agreement has been duly authorized, executed and delivered by the Custodian, constitutes the legal, valid and binding obligation of the Custodian, and is enforceable against the Custodian in accordance with its compliance with any such requirementterms.

Obligations of the Custodian. (a) With respect to the Mortgage Note, the Mortgage and the Assignment of Mortgage and other documents constituting each Custodial File which is delivered to the Custodian or which come into the possession of the Custodian's Mortgage File, the Custodian is exclusively the custodian for the Registered Holder from and after the related Delivery DateTrustee exclusively. The Custodian shall hold all mortgage documents constituting the Custodian's Mortgage File received by it constituting the Custodial File for the exclusive use and benefit of the Registered HolderTrustee, and shall make disposition thereof only in accordance with this Custodial Agreement and the instructions furnished by the Registered HolderTrustee. The Custodian shall segregate and maintain continuous custody of all mortgage documents constituting the Custodian's Mortgage Custodial File received by it in secure and fire-resistant facilities in accordance with customary standards for such custody. The Custodian represents and warrants that it will verify the receipt of required documents, the accuracy of certain information, and indicate discrepancies pursuant to the custody receipt requirements herein. The Custodian makes no representations or warranties as to, and shall not be responsible to, verify: to verify (i) the validity, legality, enforceability, sufficiency, recordability, due authorization or genuineness of any of document in the documents contained in each Custodian's Mortgage Custodial File or of any of the Mortgage Loans or (ii) the collectibilitycollectability, insurability, effectiveness including the authority or capacity of any Person to execute or issue any document in the Custodial File, or suitability of any Mortgage Loan unless specified otherwise in this Custodial Agreement. The Custodian shall promptly report to the Trustee any failure on its part to hold the Custodial Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy such Mortgage Loan. No provision of this Agreement shall be construed to impose on the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstancesfailure. (b) The On or before March 1st of each calendar year, beginning with March 1, 2007, the Custodian shall, at its own expense, maintain at all times during cause a firm of independent public accountants (who may also render other services to Custodian), which is a member of the existence American Institute of this Agreement Certified Public Accountants, to furnish to DLJMC, the Trustee and keep in full force the Depositor a report to the effect that such firm that attests to, and effect a fidelity bondreports on, errors and omissions insurancethe assessment made by such asserting party pursuant to Section 5(c) below, theft and documents insurance and forgery insurance in amounts and with standard coverage as is customary for insurance typically maintained by institutions that act as custodians. The minimum coverage under any such bond and insurance policies which report shall be at least equal to the corresponding amounts required made in accordance with standards for attestation engagements issued or adopted by the Government National Mortgage AssociationPublic Company Accounting Oversight Board. (c) On or before March 1st of each calendar year, Xxxxxx Mae or Xxxxxxx Mac either of the Custodian or in their respective Seller/Servicing Guides. A certificate of an authorized officer for beginning with March 1, 2007, the Custodian shall be furnished deliver to DLJMC, the Trustee and the Depositor a report regarding its assessment of compliance with the applicable servicing criteria identified in Exhibit 7 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 Registered Holder upon request year of delivery of the report, with respect to asset-backed security transactions taken as evidence a whole in which the Custodian is performing any of the servicing criteria specified in Exhibit 7 and that are backed by the same asset type backing such asset-backed securities. Each such report shall include (a) a statement of the party’s responsibility for assessing compliance with the servicing criteria applicable to such party, (b) a statement that such party 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 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 report shall be delivered by the Custodian as provided in Section 5(b). (d) 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, unless the Custodian shall cause such Subcontractor to provide, beginning March 1, 2007, and annually thereafter, a report and a statement of a registered public accounting firm certifying its compliance with any such requirementthe applicable servicing criteria in Item 1122(d) of Regulation AB.

Obligations of the Custodian. (a) With respect to the Mortgage Note, the Mortgage and the Assignment of Mortgage and other documents constituting each Custodial File which is delivered to the Custodian or which come into the possession of the Custodian's Mortgage File, the Custodian is exclusively the custodian for the Registered Holder from and after the related Delivery DateTrustee exclusively. The Custodian shall hold all mortgage documents constituting the Custodian's Mortgage File received by it constituting the Custodial File for the exclusive use and benefit of the Registered HolderTrustee, and shall make disposition thereof only in accordance with this Custodial Agreement and the instructions furnished by the Registered HolderTrustee. The Custodian shall segregate and maintain continuous custody of all mortgage documents constituting the Custodian's Mortgage Custodial File received by it in secure and fire-resistant facilities in accordance with customary standards for such custody. The Custodian represents and warrants that it will verify the receipt of required documents, the accuracy of certain information, and indicate discrepancies pursuant to the custody receipt requirements herein. The Custodian makes no representations or warranties as to, and shall not be responsible to, verify: to verify (i) the validity, legality, enforceability, sufficiency, recordability, due authorization or genuineness of any of document in the documents contained in each Custodian's Mortgage Custodial File or of any of the Mortgage Loans or (ii) the collectibilitycollectability, insurability, effectiveness including the authority or capacity of any person to execute or issue any document in the Custodial File, or suitability of any Mortgage Loan unless specified otherwise in this Custodial Agreement. The Custodian shall promptly report to the Trustee any failure on its part to hold the Custodial Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy such Mortgage Loan. No provision of this Agreement shall be construed to impose on the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstancesfailure. (b) The On or before March 1st of each calendar year that the Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, beginning with March 1, 2007, the Custodian shall, at its own expense, maintain at all times during cause a firm of independent public accountants (who may also render other services to Custodian), which is a member of the existence American Institute of this Agreement Certified Public Accountants, to furnish to the Seller, the Trustee, the Depositor, the Trust Administrator and keep in full force Master Servicer a report to the effect that such firm that attests to, and effect a fidelity bondreports on, errors and omissions insurancethe assessment made by such asserting party pursuant to Section 5(c) below, theft and documents insurance and forgery insurance in amounts and with standard coverage as is customary for insurance typically maintained by institutions that act as custodians. The minimum coverage under any such bond and insurance policies which report shall be at least equal made in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board. (c) On or prior to the corresponding amounts required by the Government National Mortgage AssociationClosing Date, Xxxxxx Mae or Xxxxxxx Mac either of the Custodian or in their respective Seller/Servicing Guides. A certificate of an authorized officer for the Custodian shall be furnished deliver to the Registered Holder upon request as evidence Seller, the Trustee, the Master Servicer, the Trust Administrator and the Depositor a certification in the form of Exhibit 9 attached hereto regarding the items it will address in its assessment of compliance with the servicing criteria under this Section 5(c). On or before March 1st of each calendar year, beginning with March 1, 2007, the Custodian shall deliver to the Seller, the Trustee, the Master Servicer, the Trust Administrator and the Depositor a report regarding its assessment of compliance with the servicing criteria identified in Exhibit 9 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 performing any of the servicing criteria specified in Exhibit 9 and that are backed by the same asset type backing such asset-backed securities. Each such report shall include (a) a statement of the party’s responsibility for assessing compliance with the servicing criteria applicable to such party, (b) a statement that such party 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 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 report shall be delivered by the Custodian as provided in this Section 5(c). (d) 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 the Seller, the Trustee, the Master Servicer and the Depositor, and (b) requiring any such requirementSubcontractor to provide to the Custodian an attestation report as provided for in Section 5(b) above and an assessment report as provided for in Section 5(c) above, which reports the Custodian shall include in the Custodian’s attestation and assessment reports.

Obligations of the Custodian. (a) With respect to each Custodian's Mortgage File, the Custodian is exclusively the custodian for the Registered Holder from and after the related Delivery Date. The Custodian shall hold all documents constituting the Custodian's Mortgage File received by it for the exclusive use and benefit of the Registered Holder, and shall make disposition thereof only in accordance with this Agreement and the instructions furnished by the Registered Holder. The Custodian shall segregate and ---------------------------- maintain continuous custody of all documents items constituting the Custodian's Mortgage File received by it Receivable Files in secure and fire-resistant secure, fire rated facilities in accordance with its customary standards for such custody. The Custodian represents and warrants that it will verify the receipt of required documents, the accuracy of certain information, and indicate discrepancies pursuant to the custody receipt requirements herein. The Custodian makes no representations or warranties as to, to and shall not be responsible to, verify: to verify (i) the validity, legality, enforceability, sufficiency, recordability, due authorization or genuineness of any of the documents contained document in each Custodian's Mortgage Receivable File or of any of the Mortgage Loans Receivables or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. No provision of this Agreement shall be construed to impose on the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstancesReceivable. (b) The With respect to the documents constituting each Custodian's Receivable File that are delivered to the Custodian, the Custodian shallshall (i) act exclusively as the custodian for, at its own expenseand the bailee of, maintain at the Indenture Trustee on behalf of the Noteholders and the Insurer and the Owner Trustee on behalf of the Certificateholders, (ii) hold all times during documents constituting such Custodian's Receivable File received by it for the existence exclusive use and benefit of the Indenture Trustee, and (iii) make disposition thereof only in accordance with the terms of this Agreement and keep in full force and effect a fidelity bond, errors and omissions insurance, theft and documents insurance and forgery insurance in amounts and or with standard coverage as is customary for insurance typically maintained by institutions that act as custodians. The minimum coverage under any such bond and insurance policies shall be at least equal to the corresponding amounts required written instructions furnished by the Government National Mortgage Association, Xxxxxx Mae Indenture Trustee. (c) In the event that (i) the Indenture Trustee or Xxxxxxx Mac either of the Custodian or in their respective Seller/Servicing Guides. A certificate of an authorized officer for the Custodian shall be furnished served by a third party with any type of levy, attachment, writ or court order with respect to any Custodian's Receivable File or a document included within a Custodian's Receivable File or (ii) a third party shall institute any court proceeding by which any Custodian's Receivable File or a document included within a Custodian's Receivable File shall be required to be delivered otherwise than in accordance with the provisions of this Agreement, the party or parties receiving such service shall promptly deliver or cause to be delivered to the Registered Holder upon request other parties to this Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian shall continue to hold and maintain all the Custodian's Receivable Files that are the subject of such proceedings pending a final order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, the Custodian shall dispose of such Custodian's Receivable File or a document included within such Custodian's Receivable File as evidence directed by such determination or, if no such determination is made, in accordance with the provisions of its compliance with any this Agreement. Expenses of the Custodian incurred as a result of such requirementproceedings shall be borne by the Issuer.

Obligations of the Custodian. (a) With The Custodian shall maintain the items constituting the Custodian Files at its principal office or, subject to the prior written consent of the Majority Holders, at such other office as shall from time to time be identified to the Indenture Trustee and the Agent in writing, and the Custodian will hold the items constituting the Custodian Files in such office on behalf of the Indenture Trustee clearly segregated from any other instruments and files on its records, including other instruments and files held by the Custodian with respect to each Custodian's Mortgage File, other trusts established by the Depositor or any of its Affiliates. The Custodian shall segregate and maintain continuous custody of all items constituting the Custodian is exclusively Files in secure, fire resistant cabinets (with respect to retail installment contracts and Certificates of Title only) in accordance with customary standards of a commercial bank acting in the capacity of custodian for the Registered Holder from and after the related Delivery Datewith respect to similar receivables. The Custodian shall hold the Custodian Files on behalf of the Indenture Trustee for the benefit of the Noteholders, and maintain such accurate and complete accounts, records and computer systems pertaining to each Custodian File as will enable the Issuer to comply with the terms and conditions of the Sale and Servicing Agreement, the Indenture and the other Transaction Documents. Each original retail installment sale contract shall be stamped on both the first page and the signature page (if different) in accordance with the instructions from time to time provided by the Agent and the form and content of the stamp shall be acceptable to the Majority Holders. Each Receivable shall be identified on the books and records of the Custodian in a manner that (i) is consistent with the practices of a commercial bank acting in the capacity of custodian with respect to similar receivables, (ii) indicates that the Receivable is held by the Custodian on behalf of the Indenture Trustee for the benefit of the Noteholders, and (iii) is otherwise necessary, as reasonably determined by the Custodian, to comply with the terms of this Custodian Agreement. The Custodian shall conduct, or cause to be conducted, periodic physical inspections of the Custodian Files held by it under this Custodian Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Indenture Trustee, the Agent and the Custodian to verify the accuracy of the Custodian's inventory and recordkeeping. Such inspections shall be conducted at such times, in such manner and by such persons including, without limitation, independent accountants, as the Indenture Trustee for the benefit of the Noteholders and the Agent may request, and the reasonable cost of one such inspections per calendar year shall be borne directly by the Custodian and not by the Issuer. Upon becoming aware, the Custodian shall promptly report to the Indenture Trustee and the Agent any failure on its part to hold the Custodian Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Notwithstanding the above, the Custodian may make microfiche or other electronic copies of the Custodian Files and may maintain such copies of the Custodian Files in lieu of maintaining physical possession of the Custodian Files; provided, however, that such copies shall duplicate the entire contents of each Custodian File and, provided further, that the Custodian shall at all times maintain the related contract and the original Certificate of Title or, if not yet received, evidence that an application therefor has been submitted with the appropriate authority, evidencing the security interest of Bay View Acceptance and the originals of all assumption, consolidation, extension, modification or waiver agreements, if any, relating to such Receivable. (b) With respect to the documents constituting each Custodian File that are delivered to the Custodian, the Custodian shall (i) act exclusively as the custodian for, and the bailee of, the Indenture Trustee on behalf of the Noteholders, (ii) hold all documents constituting the Custodian's Mortgage such Custodian File received by it for the exclusive use and benefit of the Registered HolderIndenture Trustee, and shall (iii) make disposition thereof only in accordance with the terms of this Agreement and the or with written instructions furnished by the Registered Holder. Indenture Trustee or the Majority Holders. (c) The Custodian shall segregate assist the Indenture Trustee and maintain continuous custody the Owner Trustee, on behalf of all documents constituting the Issuer, generally in the preparation of any routine reports to Noteholders or to regulatory bodies, to the extent necessitated by the Custodian's Mortgage File received by it in secure and fire-resistant facilities in accordance with customary standards for such custody. The Custodian represents and warrants that it will verify the receipt of required documents, the accuracy of certain information, and indicate discrepancies pursuant to the custody receipt requirements herein. The Custodian makes no representations or warranties as to, and shall not be responsible to, verify: (i) the validity, legality, enforceability, sufficiency, recordability, due authorization or genuineness of any of the documents contained in each Custodian's Mortgage File or any of the Mortgage Loans or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. No provision of this Agreement shall be construed to impose on the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstancesFiles. (bd) The Custodian shall, at its own expensein general, attend to all non-discretionary details in connection with maintaining custody of the Custodian Files on behalf of the Indenture Trustee for the benefit of the Noteholders. (e) In the event that (i) the Indenture Trustee or the Custodian shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Custodian File or a document included within a Custodian File or (ii) a third party shall institute any court proceeding by which any Custodian File or a document included within a Custodian File shall be required to be delivered otherwise than in accordance with the provisions of this Agreement, the party or parties receiving such service shall promptly deliver or cause to be delivered to the other parties to this Agreement and the Agent copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian shall continue to hold and maintain at all times during the existence Custodian Files that are the subject of such proceedings pending a final order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, the Custodian shall dispose of such Custodian File or a document included within such Custodian File as directed by such determination or, if no such determination is made, in accordance with the provisions of this Agreement and keep in full force and effect a fidelity bond, errors and omissions insurance, theft and documents insurance and forgery insurance in amounts and with standard coverage as is customary for insurance typically maintained by institutions that act as custodiansthe other Transaction Documents. The minimum coverage under any such bond and insurance policies shall be at least equal to the corresponding amounts required by the Government National Mortgage Association, Xxxxxx Mae or Xxxxxxx Mac either Expenses of the Custodian or in their respective Seller/Servicing Guides. A certificate incurred as a result of an authorized officer for the Custodian such proceedings shall be furnished to borne by the Registered Holder upon request as evidence of its compliance with any such requirementIssuer.

Obligations of the Custodian. (a) With respect to each Custodian's Mortgage File, the Custodian is exclusively the custodian for the Registered Holder from and after the related Delivery Date. The Custodian shall hold all documents constituting the Custodian's Mortgage File received by it for the exclusive use and benefit of the Registered Holder, and shall make disposition thereof only in accordance with this Agreement and the instructions furnished by the Registered Holder. The Custodian shall segregate and maintain continuous custody of all documents constituting the Custodian's Mortgage File received by it in secure and fire-resistant facilities in accordance with customary standards for such custody. The Custodian represents and warrants that it will verify the receipt of required documents, the accuracy of certain information, and indicate discrepancies pursuant to the custody receipt requirements herein. The Custodian makes no representations or warranties as to, and shall not be responsible to, verify: (i) the validity, legality, enforceability, sufficiency, recordability, due authorization or genuineness of any of the documents contained in each Custodian's Mortgage File or any of the Mortgage Loans or (ii) the collectibilitycollectability, insurability, effectiveness or suitability of any such Mortgage Loan. No provision of this Agreement shall be construed to impose on the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstances. (b) The Custodian shall, at its own expense, maintain at all times during the existence of this Agreement and keep in full force and effect a fidelity bond, errors and omissions insurance, theft and documents insurance and forgery insurance in amounts and with standard coverage as is customary for insurance typically maintained by institutions that act as custodians. The minimum coverage under any such bond and insurance policies shall be at least equal to the corresponding amounts required by the Government National Mortgage Association, Xxxxxx Mae Xxx or Xxxxxxx Mac either of the Custodian or in their respective Seller/Servicing Guides. A certificate of an authorized officer for the Custodian shall be furnished to the Registered Holder upon request as evidence of its compliance with any such requirement.

Obligations of the Custodian. (a) With respect to the Mortgage Note, the Mortgage and the Assignment of Mortgage and other documents constituting each Custodial File which is delivered to the Custodian or which come into the possession of the Custodian's Mortgage File, the Custodian is exclusively the custodian for the Registered Holder from and after the related Delivery DateTrustee exclusively. The Custodian shall hold all mortgage documents constituting the Custodian's Mortgage File received by it constituting the Custodial File for the exclusive use and benefit of the Registered HolderTrustee, and shall make disposition thereof only in accordance with this Custodial Agreement and the instructions furnished by the Registered HolderTrustee. The Custodian shall segregate and maintain continuous custody of all mortgage documents constituting the Custodian's Mortgage Custodial File received by it in secure and fire-resistant facilities in accordance with customary standards for such custody. The Custodian represents and warrants that it will verify the receipt of required documents, the accuracy of certain information, and indicate discrepancies pursuant to the custody receipt requirements herein. The Custodian makes no representations or warranties as to, and shall not be responsible to, verify: to verify (i) the validity, legality, enforceability, sufficiency, recordability, due authorization or genuineness of any of document in the documents contained in each Custodian's Mortgage Custodial File or of any of the Mortgage Loans or (ii) the collectibilitycollectability, insurability, effectiveness including the authority or capacity of any Person to execute or issue any document in the Custodial File, or suitability of any Mortgage Loan unless specified otherwise in this Custodial Agreement. The Custodian shall promptly report to the Trustee any failure on its part to hold the Custodial Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy such Mortgage Loan. No provision of this Agreement shall be construed to impose on the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstancesfailure. (b) The On or before March 1st of each calendar year, beginning with March 1, 2007, the Custodian shall, at its own expense, maintain at all times during cause a firm of independent public accountants (who may also render other services to Custodian), which is a member of the existence American Institute of this Agreement Certified Public Accountants, to furnish to DLJMC, the Trustee and keep in full force the Depositor a report to the effect that such firm that attests to, and effect a fidelity bondreports on, errors and omissions insurancethe assessment made by such asserting party pursuant to Section 5(c) below, theft and documents insurance and forgery insurance in amounts and with standard coverage as is customary for insurance typically maintained by institutions that act as custodians. The minimum coverage under any such bond and insurance policies which report shall be at least equal to the corresponding amounts required made in accordance with standards for attestation engagements issued or adopted by the Government National Mortgage AssociationPublic Company Accounting Oversight Board. (c) On or before March 1st of each calendar year, Xxxxxx Mae or Xxxxxxx Mac either of the Custodian or in their respective Seller/Servicing Guides. A certificate of an authorized officer for beginning with March 1, 2007, the Custodian shall be furnished deliver to DLJMC, the Trustee and the Depositor a report regarding its assessment of compliance with the applicable servicing criteria identified in Exhibit 7 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 Registered Holder upon request year of delivery of the report, with respect to asset-backed security transactions taken as evidence a whole in which the Custodian is performing any of its the servicing criteria specified in Exhibit 7 and that are backed by the same asset type backing such asset-backed securities. Each such report shall include (a) a statement of the party’s responsibility for assessing compliance with the servicing criteria applicable to such party, (b) a statement that such party 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 material instance of noncompliance identified by such requirementparty, 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 report shall be delivered by the Custodian as provided in Section 5(b). (d) 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.

Obligations of the Custodian. (a) With respect to the Mortgage Note, the Mortgage and the Assignment of Mortgage and other documents constituting each Custodial File which is delivered to the Custodian or which come into the possession of the Custodian's Mortgage File, the Custodian is exclusively the custodian for the Registered Holder from and after the related Delivery DateTrustee exclusively. The Custodian shall hold all mortgage documents constituting the Custodian's Mortgage File received by it constituting the Custodial File for the exclusive use and benefit of the Registered HolderTrustee, and shall make disposition thereof only in accordance with this Custodial Agreement and the instructions furnished by the Registered HolderTrustee. The Custodian shall segregate and maintain continuous custody of all mortgage documents constituting the Custodian's Mortgage Custodial File received by it in secure and fire-resistant facilities in accordance with customary standards for such custody. The Custodian represents and warrants that it will verify the receipt of required documents, the accuracy of certain information, and indicate discrepancies pursuant to the custody receipt requirements herein. The Custodian makes no representations or warranties as to, and shall not be responsible to, verify: to verify (i) the validity, legality, enforceability, sufficiency, recordability, due authorization or genuineness of any of document in the documents contained in each Custodian's Mortgage Custodial File or of any of the Mortgage Loans or (ii) the collectibilitycollectability, insurability, effectiveness including the authority or capacity of any Person to execute or issue any document in the Custodial File, or suitability of any Mortgage Loan unless specified otherwise in this Custodial Agreement. The Custodian shall promptly report to the Trustee any failure on its part to hold the Custodial Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy such Mortgage Loan. No provision of this Agreement shall be construed to impose on the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstancesfailure. (b) The On or before March 15th of each calendar year that the Trust Fund is subject to the Exchange Act reporting requirements, beginning with March 15, 2007, the Custodian shall, at its own expense, maintain at all times during cause a firm of independent public accountants (who may also render other services to Custodian), which is a member of the existence American Institute of this Agreement Certified Public Accountants, to furnish to the Trustee and keep in full force the Depositor a report to the effect that such firm that attests to, and effect a fidelity bondreports on, errors and omissions insurancethe assessment made by such asserting party pursuant to Section 5(c) below, theft and documents insurance and forgery insurance in amounts and with standard coverage as is customary for insurance typically maintained by institutions that act as custodians. The minimum coverage under any such bond and insurance policies which report shall be at least equal made in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board. (c) On or before March 15th of each calendar year that the Trust Fund is subject to the corresponding amounts required by the Government National Mortgage AssociationExchange Act reporting requirements, Xxxxxx Mae or Xxxxxxx Mac either of the Custodian or in their respective Seller/Servicing Guides. A certificate of an authorized officer for beginning with March 15, 2007, the Custodian shall be furnished deliver to the Registered Holder upon request as evidence Trustee and the Depositor a report regarding its assessment of its compliance with the applicable servicing criteria identified in Exhibit 7 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 performing any of the servicing criteria specified in Exhibit 7 and that are backed by the same asset type backing such asset-backed securities. Each such report shall include (a) a statement of the party’s responsibility for assessing compliance with the servicing criteria applicable to such party, (b) a statement that such party 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 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 report shall be delivered by the Custodian as provided in Section 5(b). (d) 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 the Seller, the Trustee, the Servicers and the Depositor, and (b) requiring any such requirementSubcontractor to provide to the Custodian an attestation report as provided for in Section 5(b) above and an assessment report as provided for in Section 5(c) above, which reports the Custodian shall include in the Custodian’s attestation and assessment reports.

Obligations of the Custodian. (a) With respect to each Custodian's Mortgage File, the Custodian is exclusively the custodian for the Registered Holder from and after the related Delivery Date. The Custodian shall hold all documents constituting the Custodian's Mortgage File received by it for the exclusive use and benefit of the Registered Holder, and shall make disposition thereof only in accordance with this Agreement and the instructions furnished by the Registered Holder. The Custodian shall segregate and maintain continuous custody of all documents constituting the Custodian's Mortgage File received by it in secure and fire-resistant facilities in accordance with customary standards for such custody. The Custodian represents and warrants that it will verify the receipt of required documents, the accuracy of certain information, and indicate discrepancies pursuant to the custody receipt requirements herein. The Custodian makes no representations or warranties as to, and shall not be responsible to, verify: (i) the validity, legality, enforceability, sufficiency, recordability, due authorization or genuineness of any of the documents contained in each Custodian's Mortgage File or any of the Mortgage Loans or (ii) the collectibilitycollectability, insurability, effectiveness or suitability of any such Mortgage Loan. No provision of this Agreement shall be construed to impose on the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstances. (b) The Custodian shall, at its own expense, maintain at all times during the existence of this Agreement and keep in full force and effect a fidelity bond, errors and omissions insurance, theft and documents insurance and forgery insurance in amounts and with standard coverage as is customary for insurance typically maintained by institutions that act as custodians. The minimum coverage under any such bond and insurance policies shall be at least equal to the corresponding amounts required by the Government National Mortgage Association, Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac either of the Custodian or in their respective Sellerrespectixx Xxxler/Servicing GuidesServxxxxx Xuides. A certificate of an authorized officer for the Custodian shall be furnished to the Registered Holder upon request as evidence of its compliance with any such requirement.

Obligations of the Custodian. (a) With respect to each Custodian's Mortgage File, the Custodian is exclusively the custodian for the Registered Holder from and after the related Delivery Date. The Custodian shall hold all documents constituting the Custodian's Mortgage File received by it for the exclusive use and benefit of the Registered Holder, and shall make disposition thereof only in accordance with this Agreement and the instructions furnished by the Registered Holder. The Custodian shall segregate and maintain continuous custody of all documents items constituting the Custodian's Mortgage File received by it Loan Files in secure and fire-resistant facilities in accordance with customary standards for such custody. The Custodian represents and warrants that it will verify the receipt of required documents, the accuracy of certain information, and indicate discrepancies pursuant to the custody receipt requirements herein. The Custodian makes no representations or warranties as to, and shall not be responsible to, verify: (i) reflect in its records the validity, legality, enforceability, sufficiency, recordability, due authorization or genuineness of any interest of the documents contained in each Custodian's Mortgage File or any Buyer therein. Each Note (and Assignment of the Mortgage Loans or (iiMortgage) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. No provision of this Agreement and Transaction Notice shall be construed to impose on the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstancesmaintained in fire resistant facilities. (b) With respect to the documents constituting each Loan File, the Custodian shall (i) act exclusively as the bailee of, and custodian for, the Buyer for all purposes (including, but not limited to, maintaining possession of the Loan File as agent for the Buyer for the purpose of perfecting the security of Buyer in such Purchased Assets to the extent the Seller shall be deemed to have pledged the Purchased Assets to Buyer pursuant to Section 8 of the Repurchase Agreement), (ii) hold all documents constituting such Loan File received by it as the bailee of, and custodian for, the Buyer and (iii) make disposition thereof only in accordance with the terms of this Custodial Agreement or with written instructions furnished by the Buyer (including assigning the Mortgages and endorsing the Notes, without recourse, to the designee of Buyer); provided, however, that in the event of a conflict between the terms of this Custodial Agreement and the written instructions of the Buyer, the Buyer's written instructions shall control. (c) In the event that (i) the Seller, the Company, the Buyer or the Custodian shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Loan File or any document included within a Loan File or (ii) a third party shall institute any court proceeding by which any Loan File or a document included within a Loan File shall be required to be delivered otherwise than in accordance with the provisions of this Custodial Agreement, the party receiving such service shall promptly deliver or cause to be delivered to the other parties to this Custodial Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian shall, at its own expense, maintain at all times during the existence of this Agreement and keep in full force and effect a fidelity bond, errors and omissions insurance, theft and documents insurance and forgery insurance in amounts and with standard coverage as is customary for insurance typically maintained by institutions that act as custodians. The minimum coverage under any such bond and insurance policies shall be at least equal to the corresponding amounts required extent permitted by law, continue to hold and maintain all the 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, the Custodian shall dispose of such Loan File or any document included within such Loan File as directed in writing by the Government National Mortgage Association, Xxxxxx Mae Buyer if the Buyer's direction is consistent with such determination and will not result in the Custodian's violating any order of any court or Xxxxxxx Mac either governmental authority. Expenses of the Custodian or in their respective incurred as a result of such proceedings shall be borne by the Seller/Servicing Guides. A certificate of an authorized officer for . (i) The Buyer hereby acknowledges that the Custodian shall not be furnished responsible for the validity and perfection of the Buyer's ownership of, or security interest in, the Collateral hereunder or to take any steps to establish or restore the same, other than the Custodian's obligation to take possession of Collateral as set forth in Section 2 hereof and other than as further provided in Section 5(d)(ii). (ii) The Seller, the Buyer and the Custodian agree that the Purchased Assets will be held for the Buyer by the Custodian as bailee, financial intermediary and securities intermediary on Buyer's behalf, that the Custodian will follow Buyer's written instructions directing transfer with respect to any Purchased Assets, and that in no event shall any consent of the Seller be required for the taking of any such action by the Custodian. Notwithstanding anything to the Registered Holder upon request as evidence contrary in this Custodial Agreement, in the event of its compliance any dispute between conflicting claims by or conflicting instructions from the Seller and the Buyer with respect to the Purchased Assets, cash or any such requirementother matter covered by the Custodial Agreement, the Custodian shall follow the instructions of the Buyer and disregard the instructions of the Seller with respect to the Purchased Assets.

Obligations of the Custodian. (a) With respect to the Mortgage Note, the Mortgage and the Assignment of Mortgage and other documents constituting each Custodial File which is delivered to the Custodian or which come into the possession of the Custodian's Mortgage File, the Custodian is exclusively the custodian for the Registered Holder from and after the related Delivery DateTrustee exclusively. The Custodian shall hold all mortgage documents constituting the Custodian's Mortgage File received by it constituting the Custodial File for the exclusive use and benefit of the Registered HolderTrustee, and shall make disposition thereof only in accordance with this Custodial Agreement and the instructions furnished by the Registered HolderTrustee. The Custodian shall identify and segregate the Mortgage Loan Files by pool in its automated data system and maintain continuous custody of all mortgage documents constituting the Custodian's Mortgage Custodial File received by it in secure and fire-resistant facilities in accordance with customary standards for such custody. The Custodian represents and warrants that it will verify the receipt of required documents, the accuracy of certain information, and indicate discrepancies pursuant to the custody receipt requirements herein. The Custodian makes no representations or warranties as to, and shall not be responsible to, verify: to verify (i) the validity, legality, acceptability for recording, enforceability, sufficiency, recordability, due authorization or genuineness of any of document in the documents contained in each Custodian's Mortgage Custodial File or of any of the Mortgage Loans or (ii) the collectibilitycollectability, insurability, effectiveness including the authority or capacity of any Person to execute or issue any document in the Custodial File, or suitability of any Mortgage Loan unless specified otherwise in this Custodial Agreement. The Custodian shall promptly report to the Trustee any failure on its part to hold the Custodial Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy such Mortgage Loan. No provision of this Agreement shall be construed to impose on the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstancesfailure. (b) The On or before March 1st of each calendar year, beginning with March 1, 2007, the Custodian shall, at its own expense, maintain at all times during cause a firm of independent public accountants (who may also render other services to Custodian), which is a member of the existence American Institute of this Agreement Certified Public Accountants, to furnish to DLJMC, the Trustee and keep in full force the Depositor a report to the effect that such firm that attests to, and effect a fidelity bondreports on, errors and omissions insurancethe assessment made by such asserting party pursuant to Section 5(c) below, theft and documents insurance and forgery insurance in amounts and with standard coverage as is customary for insurance typically maintained by institutions that act as custodians. The minimum coverage under any such bond and insurance policies which report shall be at least equal to the corresponding amounts required made in accordance with standards for attestation engagements issued or adopted by the Government National Mortgage AssociationPublic Company Accounting Oversight Board. (c) On or before March 1st of each calendar year, Xxxxxx Mae or Xxxxxxx Mac either of the Custodian or in their respective Seller/Servicing Guides. A certificate of an authorized officer for beginning with March 1, 2007, the Custodian shall be furnished deliver to DLJMC, the Trustee and the Depositor a report regarding its assessment of compliance with the applicable servicing criteria identified in Exhibit 7 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 Registered Holder upon request year of delivery of the report, with respect to asset-backed security transactions taken as evidence a whole in which the Custodian is performing any of its the servicing criteria specified in Exhibit 7 and that are backed by the same asset type backing such asset-backed securities. Each such report shall include (a) a statement of the party’s responsibility for assessing compliance with the servicing criteria applicable to such party, (b) a statement that such party 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 material instance of noncompliance identified by such requirementparty, 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 report shall be delivered by the Custodian as provided in Section 5(b). (d) 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.

Obligations of the Custodian. (a) With The Custodian shall maintain the items constituting the Custodian Files at its principal office or, subject to the prior written consent of the Majority Holders, at such other office as shall from time to time be identified to the Indenture Trustee and the Agent in writing, and the Custodian will hold the items constituting the Custodian Files in such office on behalf of the Indenture Trustee clearly segregated from any other instruments and files on its records, including other instruments and files held by the Custodian with respect to each Custodian's Mortgage File, other trusts established by the Depositor or any of its Affiliates. The Custodian shall segregate and maintain continuous custody of all items constituting the Custodian is exclusively Files in secure, fire resistant cabinets (with respect to retail installment contracts and Certificates of Title only) in accordance with customary standards of a commercial bank acting in the capacity of custodian for the Registered Holder from and after the related Delivery Datewith respect to similar receivables. The Custodian shall hold the Custodian Files on behalf of the Indenture Trustee for the benefit of the Noteholders, and shall maintain such accurate and complete accounts, records and computer systems pertaining to each Custodian File as will enable the Issuer to comply with the terms and conditions of the Sale and Servicing Agreement, the Indenture and the other Transaction Documents. Each original retail installment sale contract shall be stamped on both the first page and the signature page (if different) in accordance with the instructions from time to time provided by the Agent and the form and content of the stamp shall be acceptable to the Majority Holders. Each Receivable shall be identified on the books and records of the Custodian in a manner that (i) is consistent with the practices of a commercial bank or other financial institution acting in the capacity of custodian with respect to similar receivables, (ii) indicates that the Receivable is held by the Custodian on behalf of the Indenture Trustee for the benefit of the Noteholders, and (iii) is otherwise necessary, as reasonably determined by the Custodian, to comply with the terms of this Custodian Agreement. The Custodian shall conduct, or cause to be conducted, periodic physical inspections of the Custodian Files held by it under this Custodian Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Indenture Trustee, the Agent and the Custodian to verify the accuracy of the Custodian's inventory and recordkeeping. Such inspections shall be conducted at such times, in such manner and by such persons including, without limitation, independent accountants, as the Indenture Trustee for the benefit of the Noteholders and the Agent may request, and the reasonable cost of one such inspection per calendar year shall be borne directly by the Custodian and not by the Issuer. Upon becoming aware, the Custodian shall promptly report to the Indenture Trustee and the Agent any failure on its part to hold the Custodian Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Notwithstanding the above, the Custodian may make microfiche or other electronic copies of the Custodian Files and may maintain such copies of the Custodian Files in lieu of maintaining physical possession of the Custodian Files; provided, however, that such copies shall duplicate the entire contents of each Custodian File and, provided further, that the Custodian shall at all times maintain the related retail installment contract and the original Certificate of Title or, if not yet received, evidence that an application therefor has been submitted with the appropriate authority, evidencing the security interest of Bay View Acceptance and the originals of all assumption, consolidation, extension, modification or waiver agreements, if any, relating to such Receivable. (b) With respect to the documents constituting each Custodian File that is delivered to the Custodian, the Custodian shall (i) act exclusively as the custodian for, and the bailee of, the Indenture Trustee on behalf of the Noteholders, (ii) hold all documents constituting the Custodian's Mortgage such Custodian File received by it for the exclusive use and benefit of the Registered HolderIndenture Trustee, and shall (iii) make disposition thereof only in accordance with the terms of this Agreement and the or with written instructions furnished by the Registered Holder. Indenture Trustee or the Majority Holders. (c) The Custodian shall segregate assist the Indenture Trustee and maintain continuous custody the Owner Trustee, on behalf of all documents constituting the Issuer, generally in the preparation of any routine reports to Noteholders or to regulatory bodies, to the extent necessitated by the Custodian's Mortgage File received by it in secure and fire-resistant facilities in accordance with customary standards for such custody. The Custodian represents and warrants that it will verify the receipt of required documents, the accuracy of certain information, and indicate discrepancies pursuant to the custody receipt requirements herein. The Custodian makes no representations or warranties as to, and shall not be responsible to, verify: (i) the validity, legality, enforceability, sufficiency, recordability, due authorization or genuineness of any of the documents contained in each Custodian's Mortgage File or any of the Mortgage Loans or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. No provision of this Agreement shall be construed to impose on the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstancesFiles. (bd) The Custodian shall, at its own expensein general, attend to all non-discretionary details in connection with maintaining custody of the Custodian Files on behalf of the Indenture Trustee for the benefit of the Noteholders. (e) In the event that (i) the Indenture Trustee or the Custodian shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Custodian File or a document included within a Custodian File or (ii) a third party shall institute any court proceeding by which any Custodian File or a document included within a Custodian File shall be required to be delivered otherwise than in accordance with the provisions of this Agreement, the party or parties receiving such service shall promptly deliver or cause to be delivered to the other parties to this Agreement and the Agent copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian shall continue to hold and maintain at all times during the existence Custodian Files that are the subject of such proceedings pending a final order issued by a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, the Custodian shall dispose of such Custodian File or a document included within such Custodian File as directed by such determination or, if no such determination is made, in accordance with the provisions of this Agreement and keep in full force and effect a fidelity bond, errors and omissions insurance, theft and documents insurance and forgery insurance in amounts and with standard coverage as is customary for insurance typically maintained by institutions that act as custodiansthe other Transaction Documents. The minimum coverage under any such bond and insurance policies shall be at least equal to the corresponding amounts required by the Government National Mortgage Association, Xxxxxx Mae or Xxxxxxx Mac either Expenses of the Custodian or in their respective Seller/Servicing Guides. A certificate incurred as a result of an authorized officer for the Custodian such proceedings shall be furnished to borne by the Registered Holder upon request as evidence of its compliance with any such requirementIssuer.

Obligations of the Custodian. (a) With respect to the Mortgage Note, the Mortgage and the Assignment of Mortgage and other documents constituting each Custodial File and Credit File which is delivered to the Custodian or which come into the possession of the Custodian's Mortgage File, the Custodian is exclusively the custodian for the Registered Holder from and after the related Delivery DateTrustee exclusively. The Custodian shall hold all mortgage documents constituting the Custodian's Mortgage File received by it constituting the Custodial File, and the Credit File, for the exclusive use and benefit of the Registered HolderTrustee, and shall make disposition thereof only in accordance with this Custodial Agreement and the instructions furnished by the Registered HolderTrustee, Master Servicer or Servicers, as applicable, in accordance with the terms of this Custodial Agreement, the Pooling and Servicing Agreement and the Servicing Agreements. The Custodian shall segregate and maintain continuous custody of all mortgage documents constituting the Custodian's Mortgage Custodial File received by it in secure and fire-resistant facilities in accordance with customary standards for such custody. The Custodian represents and warrants that it will verify the receipt of required documents, the accuracy of certain information, and indicate discrepancies pursuant to the custody receipt requirements herein. The Custodian makes no representations or warranties as to, and shall not be responsible to, verify: to verify (i) the validity, legality, ownership, title, enforceability, recordability, priority, perfection, sufficiency, recordability, due authorization or genuineness of any of document in the documents contained in each Custodian's Mortgage Custodial File, the Credit File or of any of the Mortgage Loans or (ii) the collectibilitycollectability, insurability, effectiveness effectiveness, including the authority or capacity of any Person to execute or issue any document in the Custodial File or Credit File, or suitability of any Mortgage Loan unless specified otherwise in this Custodial Agreement. The Custodian shall promptly report to the Trustee any failure on its part to hold the Custodial Files or Credit Files or maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy such Mortgage Loanfailure. No provision The Custodian shall use the same degree of this Agreement care and skill as is reasonably expected of financial institutions acting in comparable capacities; provided that the foregoing shall not be construed interpreted to impose on upon the Custodian any obligation a higher standard of a third party seller under care than that set forth in this Agreement or a Purchase Agreement under any circumstancesCustodial Agreement. (b) The Custodian shall, at its own expense, maintain at all times during the existence of this Agreement and keep in full force and effect a fidelity bond, errors and omissions insurance, theft and documents insurance and forgery insurance in amounts and with standard coverage as is customary for insurance typically maintained by institutions that act as custodians. The minimum coverage under any such bond and insurance policies shall be at least equal to the corresponding amounts required by the Government National Mortgage Association, Xxxxxx Mae or Xxxxxxx Mac either of the Custodian or in their respective Seller/Servicing Guides. A certificate of an authorized officer for the Custodian shall be furnished to the Registered Holder upon request as evidence of its compliance with any such requirement.

Obligations of the Custodian. (a) With respect to each Custodian's Mortgage File, the Custodian is exclusively the custodian for the Registered Holder from and after the related Delivery Date. The Custodian shall hold all documents constituting the Custodian's Mortgage File received by it for the exclusive use and benefit of the Registered Holder, and shall make disposition thereof only in accordance with this Agreement and the instructions furnished by the Registered Holder. The Custodian shall segregate and maintain continuous custody of all documents constituting the Custodian's Mortgage File received by it in secure and fire-resistant facilities in accordance with customary standards for such custody. The Custodian represents and warrants that it will verify the receipt of required documents, the accuracy of certain information, and indicate discrepancies pursuant to the custody receipt requirements herein. The Custodian makes no representations or warranties as to, and shall not be responsible to, verify: (i) the validity, legality, enforceability, sufficiency, recordability, due authorization or genuineness of any of the documents contained in each Custodian's Mortgage File or any of the Mortgage Loans or (ii) the collectibilitycollectability, insurability, effectiveness or suitability of any such Mortgage Loan. No provision of this Agreement shall be construed to impose on the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstances. (b) The Custodian shall, at its own expense, maintain at all times during the existence of this Agreement and keep in full force and effect a fidelity bond, errors and omissions insurance, theft and documents insurance and forgery insurance in amounts and with standard coverage as is customary for insurance typically maintained by institutions that act as custodians. The minimum coverage under any such bond and insurance policies shall be at least equal to the corresponding amounts required by the Government National Mortgage Association, Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac either of the Custodian or in their respective Sellerrespectxxx Xxller/Servicing Serxxxxxx Guides. A certificate of an authorized officer for the Custodian shall be furnished to the Registered Holder upon request as evidence of its compliance with any such requirement.

Obligations of the Custodian. (a) 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 interest of the Agent therein. Each Mortgage Note (and related assignment of mortgage) shall be maintained in fireproof facilities. (b) With respect to the documents constituting each Custodian's Mortgage File, the Custodian is shall (i) act exclusively as the bailee of, and custodian for for, the Registered Holder from Agent and after the related Delivery Date. The Custodian shall Lenders, (ii) hold all documents constituting the Custodian's such Mortgage File received by it for the exclusive use and benefit of the Registered HolderAgent and the Lenders, and shall (iii) make disposition thereof only in accordance with the terms of this Custodian Agreement and the or with written instructions furnished by the Registered HolderAgent; provided, however, that in the event of a conflict between the terms of this Custodian Agreement and the written instructions of the Agent, the Agent's written instructions shall control. (c) In the event that (i) the Agent, the 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 Custodian Agreement, the party receiving such service shall promptly deliver or cause to be delivered to the other parties to this Custodian Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian shall segregate either (i), to the extent authorized by court order, continue to hold and maintain continuous custody all the Mortgage Files that are the subject of all documents constituting such proceedings pending a final, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof or (ii) file an interpleader or similar action requesting a court of competent jurisdiction to direct the Custodian's disposition of such Mortgage File received by it in secure and fire-resistant facilities in accordance with customary standards for Files. Upon final determination of such custody. The Custodian represents and warrants that it will verify the receipt of required documentscourt, the accuracy Custodian shall dispose of certain information, and indicate discrepancies pursuant to the custody receipt requirements herein. The Custodian makes no representations or warranties as to, and shall not be responsible to, verify: (i) the validity, legality, enforceability, sufficiency, recordability, due authorization or genuineness of any of the documents contained in each Custodian's such Mortgage File or any of the Mortgage Loans or (ii) the collectibility, insurability, effectiveness or suitability of any document included within such Mortgage Loan. No provision of this Agreement shall be construed to impose on the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstances. (b) The Custodian shall, at its own expense, maintain at all times during the existence of this Agreement and keep in full force and effect a fidelity bond, errors and omissions insurance, theft and documents insurance and forgery insurance in amounts and with standard coverage File as is customary for insurance typically maintained by institutions that act as custodians. The minimum coverage under any such bond and insurance policies shall be at least equal to the corresponding amounts required directed by the Government National Mortgage Association, Xxxxxx Mae or Xxxxxxx Mac either Agent which shall give a direction consistent with such determination. Reasonable expenses of the Custodian or in their respective Seller/Servicing Guides. A certificate incurred as a result of an authorized officer for such proceedings shall be borne by the Borrower, but if the Borrower shall fail to reimburse the Custodian for such expenses within 15 Business Days after a written request thereof to the Borrower, with a copy of such written request to be delivered by the Custodian to the Agent, such expenses shall be furnished to borne by the Registered Holder upon request as evidence of its compliance with any such requirementAgent.

Obligations of the Custodian. (a) With respect to the Mortgage Note, the Mortgage and the Assignment of Mortgage and other documents constituting each Custodial File which is delivered to the Custodian or which come into the possession of the Custodian's Mortgage File, the Custodian is exclusively the custodian for the Registered Holder from and after the related Delivery DateTrustee exclusively. The Custodian shall hold all mortgage documents constituting the Custodian's Mortgage File received by it constituting the Custodial File for the exclusive use and benefit of the Registered HolderTrustee, and shall make disposition thereof only in accordance with this Custodial Agreement and the instructions furnished by the Registered HolderTrustee. The Custodian shall segregate and maintain continuous custody of all mortgage documents constituting the Custodian's Mortgage Custodial File received by it in secure and fire-resistant facilities in accordance with customary standards for such custody. The Custodian represents and warrants that it will verify the receipt of required documents, the accuracy of certain information, and indicate discrepancies pursuant to the custody receipt requirements herein. The Custodian makes no representations or warranties as to, and shall not be responsible to, verify: to verify (i) the validity, legality, enforceability, sufficiency, recordability, due authorization or genuineness of any of document in the documents contained in each Custodian's Mortgage Custodial File or of any of the Mortgage Loans or (ii) the collectibilitycollectability, insurability, effectiveness including the authority or capacity of any Person to execute or issue any document in the Custodial File, or suitability of any Mortgage Loan unless specified otherwise in this Custodial Agreement. The Custodian shall promptly report to the Trustee any failure on its part to hold the Custodial Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy such Mortgage Loan. No provision of this Agreement shall be construed to impose on the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstancesfailure. (b) The On or before March 15th of each calendar year that the Trust Fund i s subject to the Exchange Act reporting requirements, beginning with March 15, 2007, the Custodian shall, at its own expense, maintain at all times during cause a firm of independent public accountants (who may also render other services to Custodian), which is a member of the existence American Institute of this Agreement Certified Public Accountants, to furnish to DLJMC, the Trustee and keep in full force the Depositor a report to the effect that such firm that attests to, and effect a fidelity bondreports on, errors and omissions insurancethe assessment made by such asserting party pursuant to Section 5(c) below, theft and documents insurance and forgery insurance in amounts and with standard coverage as is customary for insurance typically maintained by institutions that act as custodians. The minimum coverage under any such bond and insurance policies which report shall be at least equal made in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board. (c) On or before March 15th of each calendar year that the Trust Fund is subject to the corresponding amounts required by the Government National Mortgage AssociationExchange Act reporting requirements, Xxxxxx Mae or Xxxxxxx Mac either of the Custodian or in their respective Seller/Servicing Guides. A certificate of an authorized officer for beginning with March 15, 2007, the Custodian shall be furnished deliver to DLJMC, the Trustee and the Depositor a report regarding its assessment of compliance with the applicable servicing criteria identified in Exhibit 7 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 Registered Holder upon request year of delivery of the report, with respect to asset-backed security transactions taken as evidence a whole in which the Custodian is performing any of its the servicing criteria specified in Exhibit 7 and that are backed by the same asset type backing such asset-backed securities. Each such report shall include (a) a statement of the party’s responsibility for assessing compliance with the servicing criteria applicable to such party, (b) a statement that such party 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 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 report shall be delivered by the Custodian as provided in Section 5(b). (d) 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 the Seller, the Trustee, the Servicers and the Depositor, and (b) requiring any such requirementSubcontractor to provide to the Custodian an attestation report as provided for in Section 5(b) above and an assessment report as provided for in Section 5(c) above, which reports the Custodian shall include in the Custodian’s attestation and assessment reports.

Obligations of the Custodian. (a) With respect to each Custodian's Mortgage File, The Custodian shall use reasonable care and due diligence in the Custodian is exclusively the custodian for the Registered Holder from and after the related Delivery Dateperformance of its duties hereunder. The Custodian shall hold all documents constituting the Custodian's Mortgage File received by it for the exclusive use and benefit of the Registered Holder, and shall make disposition thereof only in accordance with this Agreement and the instructions furnished by the Registered Holder. The Custodian shall segregate and maintain continuous custody of all documents items constituting the Custodian's Mortgage File received by it Medallion Loan Files in secure and fire-resistant facilities in accordance with customary standards for such custody. The Custodian represents and warrants that it will verify the receipt of required documents, the accuracy of certain information, and indicate discrepancies pursuant Custodian's Medallion Loan Files pledged to the custody receipt requirements hereinLender shall be segregated from all other files held by the Custodian. The Custodian makes no representations or warranties as to, to and shall not be responsible to, verify: to verify (i) the validity, legality, enforceability, sufficiency, recordability, due authorization or genuineness of any of the documents contained document in each Custodian's Mortgage Medallion Loan File or of any of the Mortgage Medallion Loans or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Medallion Loan. No provision of this Agreement shall be construed to impose on the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstances. (b) The With respect to the documents constituting each Custodian's Medallion Loan File relating to a Medallion Loan listed on the related Medallion Loan Schedule and Exception Report, the Custodian shallshall (i) act exclusively as the bailee of, at its own expenseand custodian for, maintain at the Lender, (ii) hold all times during documents constituting such Custodian's Medallion Loan File received by it for the existence exclusive use and benefit of the Lender, and (iii) make disposition thereof only in accordance with the terms of this Custodial Agreement or with written instructions furnished by the Lender; provided, however, that in the event of a conflict between the terms of this Custodial Agreement and keep the written instructions of the Lender, the Lender's written instructions shall control. (c) The Lender, upon the release of any or all of the Medallion Loans from the lien of the Loan and Security Agreement or termination of the Loan and Security Agreement as to any or all of the Medallion Loans, shall notify the Custodian in full force writing in the form of Exhibit 2 with respect to such release, and effect a fidelity bond, errors and omissions insurance, theft and documents insurance and forgery insurance in amounts and with standard coverage as is customary for insurance typically maintained by institutions that act as custodians. The minimum coverage under any such bond and insurance policies the Custodian shall be at least equal then deliver the Custodian's Medallion Loan Files relating to the corresponding amounts required by Medallion Loans to the Government National Mortgage AssociationBorrower or the Borrower's designee. (d) In the event that (i) the Lender, Xxxxxx Mae the Borrower or Xxxxxxx Mac either of the Custodian or in their respective Seller/Servicing Guides. A certificate of an authorized officer for the Custodian shall be furnished served by a third party with any type of levy, attachment, writ or court order with respect to any Custodian's Medallion Loan File or a document included within a Custodian's Medallion Loan File or (ii) a third party shall institute any court proceeding by which any Custodian's Medallion Loan File or a document included within a Custodian's Medallion Loan File shall be required to be delivered otherwise than in accordance with the provisions of this Agreement, the party or parties receiving such service shall promptly deliver or cause to be delivered to the Registered Holder upon request other parties to this Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian shall continue to hold and maintain all the Custodian's Medallion Loan Files that are the subject of such proceedings pending a final order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, the Custodian shall dispose of such Custodian's Medallion Loan File or a document included within such Custodian's Medallion Loan File as evidence directed by such determination or, if no such determination is made, in accordance with the provisions of this Agreement. Expenses of the Custodian incurred as a result of such proceedings shall be borne by the Borrower. (e) The Custodian hereby represents and warrants to each other that this Agreement has been duly authorized, executed and delivered by the Custodian and constitutes the legal, valid and binding obligation of the Custodian enforceable in accordance with its compliance with any such requirementterms.

Obligations of the Custodian. (a) With respect to the Mortgage Note, the Mortgage and the Assignment of Mortgage and other documents constituting each Custodial File which is delivered to the Custodian or which come into the possession of the Custodian's Mortgage File, the Custodian is exclusively the custodian for the Registered Holder from and after the related Delivery DateTrustee exclusively. The Custodian shall hold all mortgage documents constituting the Custodian's Mortgage File received by it constituting the Custodial File for the exclusive use and benefit of the Registered HolderTrustee, and shall make disposition thereof only in accordance with this Custodial Agreement and the instructions furnished by the Registered HolderTrustee. The Custodian shall segregate and maintain continuous custody of all mortgage documents constituting the Custodian's Mortgage Custodial File received by it in secure and fire-resistant facilities in accordance with customary standards for such custody. The Custodian represents and warrants that it will verify the receipt of required documents, the accuracy of certain information, and indicate discrepancies pursuant to the custody receipt requirements herein. The Custodian makes no representations or warranties as to, and shall not be responsible to, verify: to verify (i) the validity, legality, enforceability, sufficiency, recordability, due authorization or genuineness of any of document in the documents contained in each Custodian's Mortgage Custodial File or of any of the Mortgage Loans or (ii) the collectibilitycollectability, insurability, effectiveness including the authority or capacity of any Person to execute or issue any document in the Custodial File, or suitability of any Mortgage Loan unless specified otherwise in this Custodial Agreement. The Custodian shall promptly report to the Trustee any failure on its part to hold the Custodial Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy such Mortgage Loan. No provision of this Agreement shall be construed to impose on the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstancesfailure. (b) The On or before March 1st of each calendar year, beginning with March 1, 2007, the Custodian shall, at its own expense, maintain at all times during cause a firm of independent public accountants (who may also render other services to Custodian), which is a member of the existence American Institute of this Agreement Certified Public Accountants, to furnish to the Trustee and keep in full force the Depositor a report to the effect that such firm that attests to, and effect a fidelity bondreports on, errors and omissions insurancethe assessment made by such asserting party pursuant to Section 5(c) below, theft and documents insurance and forgery insurance in amounts and with standard coverage as is customary for insurance typically maintained by institutions that act as custodians. The minimum coverage under any such bond and insurance policies which report shall be at least equal to the corresponding amounts required made in accordance with standards for attestation engagements issued or adopted by the Government National Mortgage AssociationPublic Company Accounting Oversight Board. (c) On or before March 1st of each calendar year, Xxxxxx Mae or Xxxxxxx Mac either of the Custodian or in their respective Seller/Servicing Guides. A certificate of an authorized officer for beginning with March 1, 2007, the Custodian shall be furnished deliver to the Registered Holder upon request Trustee and the Depositor a report regarding its assessment of compliance with the applicable servicing criteria identified in Exhibit 7 attached hereto, as evidence 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 performing any of the servicing criteria specified in Exhibit 7 and that are backed by the same asset type backing such asset-backed securities. Each such report shall include (a) a statement of the party’s responsibility for assessing compliance with the servicing criteria applicable to such party, (b) a statement that such party 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 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 report shall be delivered by the Custodian as provided in Section 5(b). (d) 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, unless the Custodian shall cause such Subcontractor to provide, beginning March 1, 2007, and annually thereafter, a report and a statement of a registered public accounting firm certifying its compliance with any such requirementthe applicable servicing criteria in Item 1122(d) of Regulation AB.

Obligations of the Custodian. (a) The Custodian shall segregate and maintain continuous custody of all items constituting the Custodian's Auto Loan Files in secure, fireproof facilities in accordance with its customary standards for such custody. The Custodian makes no representations as to and shall not be responsible to verify (i) the validity, legality, enforceability, sufficiency, due authorization or genuineness of any document in each Custodian's Auto Loan File or of any of the Auto Loans or (ii) the collectability, insurability, effectiveness or suitability of any Auto Loan. (b) With respect to the documents constituting each Custodian's Mortgage FileAuto Loan File that are delivered to the Custodian, the Custodian is shall act exclusively as the custodian for for, and the Registered Holder from and after bailee of, the related Delivery Date. The Custodian shall Lender, (ii) hold all documents constituting the such Custodian's Mortgage Auto Loan File received by it for the exclusive use and benefit of the Registered HolderLender, and shall (iii) make disposition thereof only in accordance with the terms of this Agreement or with written instructions finished by the Lender. (c) The Deal Agent, upon the release of the Auto Loans from the lien of the Loan and Security Agreement, shall, upon written request of the Borrower, notify the Custodian (with a copy to the Servicer) in writing in the form of Exhibit 8 with respect to such release, and the instructions furnished Custodian shall then deliver the Custodian's Auto Loan Files relating to the released Auto Loans to the Servicer or the Servicer's designee. (d) In the event that (i) the Lender, the Servicer or the Custodian shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Custodian's Auto Loan File or a document included within a Custodian's Auto Loan File or (ii) a third party shall institute any court proceeding by which any Custodian's Auto Loan File or a document included within a Custodian's Auto Loan File shall be required to be delivered otherwise than in accordance with the Registered Holderprovisions of this Agreement, the party or parties 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. The Custodian shall segregate continue to hold and maintain continuous custody of all documents constituting the Custodian's Mortgage Auto Loan Files that are the subject of such proceedings pending a final order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, the Custodian shall dispose of such Custodian's Auto Loan File received or a document included within such Custodian's Auto Loan File as directed by it in secure and fire-resistant facilities such determination or, if no such determination is made, in accordance with customary standards for such custody. The Custodian represents and warrants that it will verify the receipt of required documents, the accuracy of certain information, and indicate discrepancies pursuant to the custody receipt requirements herein. The Custodian makes no representations or warranties as to, and shall not be responsible to, verify: (i) the validity, legality, enforceability, sufficiency, recordability, due authorization or genuineness of any of the documents contained in each Custodian's Mortgage File or any of the Mortgage Loans or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. No provision provisions of this Agreement shall be construed to impose on the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstances. (b) The Custodian shall, at its own expense, maintain at all times during the existence of this Agreement and keep in full force and effect a fidelity bond, errors and omissions insurance, theft and documents insurance and forgery insurance in amounts and with standard coverage as is customary for insurance typically maintained by institutions that act as custodians. The minimum coverage under any such bond and insurance policies shall be at least equal to the corresponding amounts required by the Government National Mortgage Association, Xxxxxx Mae or Xxxxxxx Mac either Expenses of the Custodian or in their respective Seller/Servicing Guides. A certificate incurred as a result of an authorized officer for the Custodian such proceedings shall be furnished to borne by the Registered Holder upon request as evidence of its compliance with any such requirementServicer.

Obligations of the Custodian. (ak) With respect to each Custodian's Mortgage File, the Custodian is exclusively the custodian for the Registered Holder from and after the related Delivery Date. The Custodian shall hold all documents constituting the Custodian's Mortgage File received by it for the exclusive use and benefit of the Registered Holder, and shall make disposition thereof only in accordance with this Agreement and the instructions furnished by the Registered Holder. The Custodian shall segregate and maintain continuous custody of all documents constituting the Custodian's Mortgage File received by it in secure and fire-resistant facilities in accordance with customary standards for such custody. The Custodian represents and warrants that it will verify the receipt of required documents, the accuracy of certain information, and indicate discrepancies pursuant to the custody receipt requirements herein. The Custodian makes no representations or warranties as to, and shall not be responsible to, verify: (i) the validity, legality, enforceability, sufficiency, recordability, due authorization or genuineness of any of the documents contained in each Custodian's Mortgage File or any of the Mortgage Loans or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. No provision of this Agreement shall be construed to impose on the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstances. (bl) The Custodian shall, at its own expense, maintain at all times during the existence of this Agreement and keep in full force and effect a fidelity bond, errors and omissions insurance, theft and documents insurance and forgery insurance in amounts and with standard coverage as is customary for insurance typically maintained by institutions that act as custodians. The minimum coverage under any such bond and insurance policies shall be at least equal to the corresponding amounts required by the Government National Mortgage Association, Xxxxxx Mae or Xxxxxxx Mac either of the Custodian or in their respective Seller/Servicing Guides. A certificate of an authorized officer for the Custodian shall be furnished to the Registered Holder upon request as evidence of its compliance with any such requirement.as

Obligations of the Custodian. (a) With respect to the Mortgage Note, the Mortgage and the Assignment of Mortgage and other documents constituting each Custodial File which is delivered to the Custodian or which come into the possession of the Custodian's Mortgage File, the Custodian is exclusively the custodian for the Registered Holder from and after the related Delivery DateTrustee exclusively. The Custodian shall hold all mortgage documents constituting the Custodian's Mortgage File received by it constituting the Custodial File for the exclusive use and benefit of the Registered HolderTrustee, and shall make disposition thereof only in accordance with this Custodial Agreement and the instructions furnished by the Registered HolderTrustee. The Custodian shall segregate and maintain continuous custody of all mortgage documents constituting the Custodian's Mortgage Custodial File received by it in secure and fire-resistant facilities in accordance with customary standards for such custody. The Custodian represents and warrants that it will verify the receipt of required documents, the accuracy of certain information, and indicate discrepancies pursuant to the custody receipt requirements herein. The Custodian makes no representations or warranties as to, and shall not be responsible to, verify: to verify (i) the validity, legality, enforceability, sufficiency, recordability, due authorization or genuineness of any of document in the documents contained in each Custodian's Mortgage Custodial File or of any of the Mortgage Loans or (ii) the collectibilitycollectability, insurability, effectiveness including the authority or capacity of any person to execute or issue any document in the Custodial File, or suitability of any Mortgage Loan unless specified otherwise in this Custodial Agreement. The Custodian shall promptly report to the Trustee any failure on its part to hold the Custodial Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy such Mortgage Loan. No provision of this Agreement shall be construed to impose on the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstancesfailure. (b) The On or before March 1st of each calendar year, beginning with March 1, 2007, the Custodian shall, at its own expense, maintain at all times during cause a firm of independent public accountants (who may also render other services to Custodian), which is a member of the existence American Institute of this Agreement and keep in full force and effect a fidelity bondCertified Public Accountants, errors and omissions insurance, theft and documents insurance and forgery insurance in amounts and with standard coverage as is customary for insurance typically maintained by institutions that act as custodians. The minimum coverage under any such bond and insurance policies shall be at least equal to furnish to the corresponding amounts required by Seller, the Government National Mortgage AssociationTrustee, Xxxxxx Mae or Xxxxxxx Mac either the Depositor, the Trust Administrator and Master Servicer (i) year-end audited (if available) financial statements of the Custodian and (ii) a report to the effect that such firm that attests to, and reports on, the assessment made by such asserting party pursuant to Section 5(c) below, which report shall be made in accordance with standards for attestation engagements issued or in their respective Seller/Servicing Guides. A certificate of an authorized officer for adopted by the Public Company Accounting Oversight Board. (c) On or prior to the Closing Date, the Custodian shall be furnished deliver to the Registered Holder upon request as evidence Seller, the Trustee, the Master Servicer, the Trust Administrator and the Depositor a certification in the form of Exhibit 8 attached hereto regarding the items it will address in its assessment of compliance with the servicing criteria under this Section 5(c). On or before March 1st of each calendar year, beginning with March 1, 2007, the Custodian shall deliver to the Seller, the Trustee, the Master Servicer, the Trust Administrator and the Depositor a report regarding its assessment of compliance with the servicing criteria identified in Exhibit 8 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 performing any of the servicing criteria specified in Exhibit 8 and that are backed by the same asset type backing such requirementasset-backed securities. Each such report shall include (a) a statement of the party’s responsibility for assessing compliance with the servicing criteria applicable to such party, (b) a statement that such party 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 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 report shall be delivered by the Custodian as provided in this Section 5(c). (d) 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.

Obligations of the Custodian. (a) With respect to each Custodian's Mortgage File, the Custodian is exclusively the custodian for the Registered Holder from and after the related Delivery Date. The Custodian shall hold all documents constituting the Custodian's Mortgage File received by it for the exclusive use and benefit of the Registered Holder, and shall make disposition thereof only in accordance with this Agreement and the instructions furnished by the Registered Holder. The Custodian shall segregate and ---------------------------- maintain continuous custody of all documents items constituting the Custodian's Mortgage File received by it Receivable Files in secure and secure, fire-resistant facilities in accordance with its customary standards for such custody. The Custodian represents and warrants that it will verify the receipt of required documents, the accuracy of certain information, and indicate discrepancies pursuant to the custody receipt requirements herein. The Custodian makes no representations or warranties as to, to and shall not be responsible to, verify: to verify (i) the validity, legality, enforceability, sufficiency, recordability, due authorization or genuineness of any of the documents contained document in each Custodian's Mortgage Receivable File or of any of the Mortgage Loans Receivables or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. No provision of this Agreement shall be construed to impose on the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstancesReceivable. (b) The With respect to the documents constituting each Custodian's Receivable File that are delivered to the Custodian, the Custodian shallshall (i) act exclusively as the custodian for, at its own expenseand the bailee of, maintain at the Indenture Trustee on behalf of the Noteholders and the Insurer and the Owner Trustee on behalf of the Certificateholders, (ii) hold all times during documents constituting such Custodian's Receivable File received by it for the existence exclusive use and benefit of the Indenture Trustee, and (iii) make disposition thereof only in accordance with the terms of this Agreement and keep in full force and effect a fidelity bond, errors and omissions insurance, theft and documents insurance and forgery insurance in amounts and or with standard coverage as is customary for insurance typically maintained by institutions that act as custodians. The minimum coverage under any such bond and insurance policies shall be at least equal to the corresponding amounts required written instructions furnished by the Government National Mortgage Association, Xxxxxx Mae Indenture Trustee. (c) In the event that (i) the Indenture Trustee or Xxxxxxx Mac either of the Custodian or in their respective Seller/Servicing Guides. A certificate of an authorized officer for the Custodian shall be furnished served by a third party with any type of levy, attachment, writ or court order with respect to any Custodian's Receivable File or a document included within a Custodian's Receivable File or (ii) a third party shall institute any court proceeding by which any Custodian's Receivable File or a document included within a Custodian's Receivable File shall be required to be delivered otherwise than in accordance with the provisions of this Agreement, the party or parties receiving such service shall promptly deliver or cause to be delivered to the Registered Holder upon request other parties to this Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian shall continue to hold and maintain all the Custodian's Receivable Files that are the subject of such proceedings pending a final order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, the Custodian shall dispose of such Custodian's Receivable File or a document included within such Custodian's Receivable File as evidence directed by such determination or, if no such determination is made, in accordance with the provisions of its compliance with any this Agreement. Expenses of the Custodian incurred as a result of such requirementproceedings shall be borne by the Issuer.

Obligations of the Custodian. (a) With respect to each Custodian's Mortgage FileDuring the term of this Custody Agreement, the Custodian is exclusively will have the custodian for following obligations: a. Custody of the Registered Holder from Obligations and after the related Delivery DateCustodian Policies. The Custodian shall hold all documents constituting the Custodian's Mortgage File received by it for the exclusive use and benefit of the Registered Holder, and shall make disposition thereof only in accordance with this Agreement and the instructions furnished by the Registered Holder. The Custodian shall segregate and will maintain continuous custody of all documents constituting each Obligation and Custodian Policy until the Custodian's Mortgage File received by it in secure and fire-resistant facilities in accordance with customary standards for such custody. The Custodian represents and warrants that it will verify the receipt of required documents, the accuracy of certain information, and indicate discrepancies pursuant earlier to the custody receipt requirements herein. The Custodian makes no representations or warranties as to, and shall not be responsible to, verifyoccur of: (i) the validity, legality, enforceability, sufficiency, recordability, due authorization or genuineness of any payment of the documents contained Obligation in each Custodian's Mortgage File or any of the Mortgage Loans or full, including all accrued interest, on its respective stated maturity date, (ii) payment under the collectibilityCustodian Policy in full, insurabilityincluding all accrued interest, effectiveness or suitability of any such Mortgage Loan. No provision of this Agreement shall be construed to impose on the Custodian any obligation stated maturity date of a third party seller under this Agreement the Obligation or a Purchase Agreement under any circumstances. (biii) The Custodian shallpayment of the Obligation in full, at its own expensetogether with all accrued interest, maintain at all times during the existence of this Agreement and keep in full force and effect a fidelity bond, errors and omissions insurance, theft and documents insurance and forgery insurance in amounts and with standard coverage as is customary for insurance typically maintained by institutions that act as custodians. The minimum coverage under any such bond and insurance policies shall be at least equal to the corresponding amounts required by the Government National Mortgage AssociationIssuer or, Xxxxxx Mae or Xxxxxxx Mac either if applicable, under the Custodian Policy on an earlier date on which the Obligation will have been fully redeemed. All Obligations deposited with the Custodian hereunder and all moneys relating thereto will be segregated by separate recordation on the records of the Custodian so long as such practice preserves a valid preference under applicable law, or if such preference is not so preserved the Custodian will handle such Obligations and moneys in their respective Seller/Servicing Guidessuch other manner as will constitute the segregation and holding thereof in trust within the meaning of the Investment Company Act of 1940. A certificate of an authorized officer The Custodian may deposit Obligations which are DTC eligible with DTC for the Custodian shall account of the Custodian. No Obligation will be furnished available to the Registered Holder upon request as evidence Custodian for its own use or profit, nor will any Obligation be deemed to be part of its compliance with the general assets of the Custodian. The Obligations will not be subject to any such requirementright, charge, security interest, lien or claim of any kind in favor of the Custodian.

Obligations of the Custodian. (a) With respect to the Mortgage Note, the Mortgage and the Assignment of Mortgage and other documents constituting each Custodial File which is delivered to the Custodian or which come into the possession of the Custodian's Mortgage File, the Custodian is exclusively the custodian for the Registered Holder from and after the related Delivery DateTrustee exclusively. The Custodian shall hold all mortgage documents constituting the Custodian's Mortgage File received by it constituting the Custodial File for the exclusive use and benefit of the Registered HolderTrustee, and shall make disposition thereof only in accordance with this Custodial Agreement and the instructions furnished by the Registered HolderTrustee. The Custodian shall segregate and maintain continuous custody of all mortgage documents constituting the Custodian's Mortgage Custodial File received by it in secure and fire-resistant facilities in accordance with customary standards for such custody. The Custodian represents and warrants that it will verify the receipt of required documents, the accuracy of certain information, and indicate discrepancies pursuant to the custody receipt requirements herein. The Custodian makes no representations or warranties as to, and shall not be responsible to, verify: to verify (i) the validity, legality, enforceability, sufficiency, recordability, due authorization or genuineness of any of document in the documents contained in each Custodian's Mortgage Custodial File or of any of the Mortgage Loans or (ii) the collectibilitycollectability, insurability, effectiveness including the authority or capacity of any Person to execute or issue any document in the Custodial File, or suitability of any Mortgage Loan unless specified otherwise in this Custodial Agreement. The Custodian shall promptly report to the Trustee any failure on its part to hold the Custodial Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy such Mortgage Loanfailure. No provision On or before March 1st of this Agreement shall be construed to impose on each calendar year, beginning with March 1, 2007, the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstances. (b) The Custodian shall, at its own expense, maintain at all times during cause a firm of independent public accountants (who may also render other services to Custodian), which is a member of the existence American Institute of this Agreement Certified Public Accountants, to furnish to DLJMC, the Trustee and keep in full force the Depositor a report to the effect that such firm that attests to, and effect a fidelity bondreports on, errors and omissions insurancethe assessment made by such asserting party pursuant to Section 5(c) below, theft and documents insurance and forgery insurance in amounts and with standard coverage as is customary for insurance typically maintained by institutions that act as custodians. The minimum coverage under any such bond and insurance policies which report shall be at least equal to the corresponding amounts required made in accordance with standards for attestation engagements issued or adopted by the Government National Mortgage AssociationPublic Company Accounting Oversight Board. On or before March 1st of each calendar year, Xxxxxx Mae or Xxxxxxx Mac either of the Custodian or in their respective Seller/Servicing Guides. A certificate of an authorized officer for beginning with March 1, 2007, the Custodian shall be furnished deliver to DLJMC, the Trustee and the Depositor a report regarding its assessment of compliance with the applicable servicing criteria identified in Exhibit 7 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 Registered Holder upon request year of delivery of the report, with respect to asset-backed security transactions taken as evidence a whole in which the Custodian is performing any of the servicing criteria specified in Exhibit 7 and that are backed by the same asset type backing such asset-backed securities. Each such report shall include (a) a statement of the party’s responsibility for assessing compliance with the servicing criteria applicable to such party, (b) a statement that such party 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 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 report shall be delivered by the Custodian as provided in Section 5(b). 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, unless the Custodian shall cause such Subcontractor to provide, beginning March 1, 2007, and annually thereafter, a report and a statement of a registered public accounting firm certifying its compliance with any such requirementthe applicable servicing criteria in Item 1122(d) of Regulation AB.