Common use of Obligations of the Custodian Clause in Contracts

Obligations of the Custodian. (a) The Custodian shall segregate and maintain continuous custody (except as otherwise required by this Agreement) of the Receivable Files in the State of Minnesota in secure and fire resistant facilities in accordance with customary standards for such custody. (b) With respect to the documents constituting each Receivable File, the Custodian shall, upon purchase of such related Receivable by the Borrower and Pledge of such Receivable by the Borrower to the Agent (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 Receivable File, (B) act as the custodian for, and the bailee (for purposes of UCC Section 9-313) of, the 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 Receivable File, (C) hold all documents constituting such Receivable File received by it for the exclusive use and benefit of the Agent, for the benefit of the Lender, and (D) make dispositions thereof only in accordance with the terms of this Agreement or with written instructions furnished by the Agent. (c) In the event that (i) the Agent, the Borrower, 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 Receivable File or a document included within a Receivable File or (ii) a third party shall institute any court proceeding by which any Receivable File or a document included within a Receivable File shall be required to be delivered otherwise than in accordance with the provisions of this Agreement, the party receiving such service shall promptly deliver or cause to be delivered to the other parties to this Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian shall continue to hold and maintain all 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 Receivable File or any document included within such Receivable File as 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.

Obligations of the Custodian. (a) The Custodian shall segregate and maintain continuous custody (except as otherwise required by this Agreement) of all items constituting the Receivable Loan Files in the State of Minnesota in secure and fire resistant facilities in accordance with customary standards for such custodycustody and shall reflect in its records the interest of the Buyer therein. Each Loan File shall be maintained in fire resistant facilities. (b) With respect to the documents constituting each Receivable Loan File, the Custodian shall, upon purchase of such related Receivable by the Borrower and Pledge of such Receivable by the Borrower to the Agent shall (Ai) act exclusively as the bailee of, and custodian for, and the bailee of the Borrower to perfect the ownership interest of the Borrower in the documents constituting such Receivable FileBuyer, (B) act as the custodian for, and the bailee (for purposes of UCC Section 9-313) of, the 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 Receivable File, (Cii) hold all documents constituting such Receivable Loan File received by it for the exclusive use and benefit of the Agent, for the benefit of the LenderBuyer, and (Diii) make dispositions disposition thereof only in accordance with the terms of this Custodial Agreement or with written instructions furnished by the AgentBuyer, a copy of which shall be provided by Buyer to Sellers promptly; 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 AgentBuyer, the Borrower, the Servicer Sellers or the Custodian shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Receivable Loan File or a any document included within a Receivable Loan File or (ii) a third party shall institute any court proceeding by which any Receivable Loan File or a document included within a Receivable 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 shall, to the extent permitted by law or any court order continue to hold and maintain all Receivable the Loan Files that are the subject of such proceedings pending a final 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 Receivable Loan File or any document included within such Receivable Loan File as directed by the Buyer which shall give a direction consistent with such determination or, if no such determination is made, in accordance with the provisions of this Agreementdetermination. Expenses of the Custodian (including reasonable attorneys' fees and related expenses) incurred as a result of such proceedings shall be borne by the BorrowerSellers. (d) The Buyer hereby acknowledges that the Custodian shall not be responsible for the validity of the Buyer's ownership interest or the validity and perfection of the Buyer's security interest in the Purchased Assets under the Repurchase Agreement, other than the Custodian's obligation to take and maintain possession of Loans as set forth in Section 2 and Section 5 hereof. (e) During the term of this Custodial Agreement, if the Custodian discovers any nonconformity with the review criteria in Annex 4 with respect to any Loan File, the Custodian shall, by means of the Exception Report, give written specification of such nonconformity to the Buyer and the Sellers.

Obligations of the Custodian. (a) The Custodian shall segregate and maintain continuous custody (except as otherwise required by this Agreement) of all items constituting the Receivable Mortgage Files in the State of Minnesota in secure and fire resistant facilities in accordance with customary standards for such custodycustody and shall reflect in its records the interest of the Lender therein. Each Mortgage Note (and Assignment of Mortgage) shall be maintained in fireproof facilities. (b) With respect to the documents constituting each Receivable Mortgage File, the Custodian shall, upon purchase of such related Receivable by the Borrower and Pledge of such Receivable by the Borrower to the Agent shall (Ai) act exclusively as the bailee of, and custodian for, and the bailee of the Borrower to perfect the ownership interest of the Borrower in the documents constituting such Receivable File, (B) act as the custodian for, and the bailee (for purposes of UCC Section 9-313) of, the 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 Receivable File, (Cii) hold all documents constituting such Receivable Mortgage File received by it for the exclusive use and benefit of the Agent, for the benefit of the Lender, and (Diii) make dispositions disposition thereof only in accordance with the terms of this Custodial Agreement or with written instructions furnished by the AgentLender; 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 AgentLender, the Borrower, the Servicer 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 Receivable Mortgage File or a any document included within a Receivable Mortgage File or (ii) a third party shall institute any court proceeding by which any Receivable Mortgage File or a document included within a Receivable 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 shall, to the extent permitted by law, continue to hold and maintain all Receivable the Mortgage Files that are the subject of such proceedings pending a final 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 Receivable Mortgage File or any document included within such Receivable Mortgage File as directed by such determination or, if no such determination is made, in accordance with the provisions of this Agreementcourt. Expenses of the Custodian incurred as a result of such proceedings shall be borne by the Borrower. (d) The Lender hereby acknowledges that the Custodian shall not be responsible for the validity and perfection of the Lender's security interest in the Collateral hereunder, other than the Custodian's obligation to take possession of Collateral as set forth in Section 2 hereof.

Obligations of the Custodian. (a) The Custodian shall segregate and maintain continuous custody (except as otherwise required by this Agreement) of the Receivable Files in the State of Minnesota in secure and fire resistant facilities in accordance with customary standards for such custody. (b) With respect to the documents constituting each Receivable File, the Custodian shall, upon purchase of such related Receivable by the Borrower and Pledge of such Receivable by the Borrower to the Agent 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 Receivable File, (B) act as the custodian for, and the bailee (for purposes of UCC Section 9-313) of, the Agent, for its benefit and the benefit of the Lender Lenders to perfect the security interest of the Agent, for its benefit and the benefit of the LenderLenders, in the documents constituting such Receivable File, (C) hold all documents constituting such Receivable File received by it for the exclusive use and benefit of the Agent, for its benefit and the benefit of the LenderLenders, and (D) make dispositions thereof only in accordance with the terms of this Agreement or with written instructions furnished by the Agent. (c) In the event that (i) the Agent, the Borrower, 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 Receivable File or a document included within a Receivable File or (ii) a third party shall institute any court proceeding by which any Receivable File or a document included within a Receivable File shall be required to be delivered otherwise than in accordance with the provisions of this Agreement, the party receiving such service shall promptly deliver or cause to be delivered to the other parties to this Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian shall continue to hold and maintain all 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 Receivable File or any document included within such Receivable File as 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. (d) The Custodian shall immediately notify the Agent in writing if the recorded mortgage and assignments thereof from BRT to Borrower are not delivered to the Custodian for inclusion in the Receivable File for such Pledged Receivable within (i) one hundred and eighty (180) days after the related Receivable becomes a Pledged Asset under the LSA if the real estate comprising the Underlying Collateral is not located in the State of New York and (ii) two hundred and seventy (270) days after the related Receivable becomes a Pledged Asset under the LSA if the real estate comprising the Underlying Collateral is located in the State of New York. (e) On and after the request of the Agent, the Custodian shall deliver to the Agent on the third Business Day of each calendar month an exception report (the “Monthly Report”) in an electronic form, and otherwise in form and substance to be agreed upon by the Custodian and the Agent, that sets forth (i) a list of all Receivables Files held by the Custodian as of the date of delivery of such Monthly Report, (ii) all Deficiencies with respect to such Receivable Files as of the date of delivery of such Monthly Report and (iii) all items which the Custodian is waiting to receive or report on pursuant to clause (d) above as of the date of delivery of such Monthly Report.

Obligations of the Custodian. (a) The Custodian shall segregate and maintain continuous custody (except as otherwise required by this Agreement) of all items constituting the Receivable Mortgage Files in the State of Minnesota in secure and fire resistant facilities in accordance with customary standards for such custodycustody and shall reflect in its records the interest of the Buyer therein. Each Mortgage Note (and Assignment of Mortgage) shall be maintained in fire resistant facilities. (b) With respect to the documents constituting each Receivable Mortgage File, the Custodian shall, upon purchase of such related Receivable by the Borrower and Pledge of such Receivable by the Borrower to the Agent shall (Ai) act exclusively as the bailee of, and custodian for, and the bailee of the Borrower to perfect the ownership interest of the Borrower in the documents constituting such Receivable FileBuyer, (B) act as the custodian for, and the bailee (for purposes of UCC Section 9-313) of, the 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 Receivable File, (Cii) hold all documents constituting such Receivable Mortgage File received by it for the exclusive use and benefit of the Agent, for the benefit of the LenderBuyer, and (Diii) make dispositions disposition thereof only in accordance with the terms of this Custodial Agreement or with written instructions furnished by the AgentBuyer; 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 AgentBuyer, the Borrower, the Servicer 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 Receivable Mortgage File or a any document included within a Receivable Mortgage File or (ii) a third party shall institute any court proceeding by which any Receivable Mortgage File or a document included within a Receivable 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 shall, to the extent permitted by law or any court order continue to hold and maintain all Receivable the Mortgage Files that are the subject of such proceedings pending a final 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 Receivable Mortgage File or any document included within such Receivable Mortgage File as directed by the Buyer which shall give a direction consistent with such determination or, if no such determination is made, in accordance with the provisions of this Agreementdetermination. Expenses of the Custodian (including reasonable attorneys’ fees and related expenses) incurred as a result of such proceedings shall be borne by the BorrowerSeller. (d) The Buyer hereby acknowledges that the Custodian shall not be responsible for the validity of the Buyer’s ownership interest or the validity and perfection of the Buyer’s security interest in the Purchased Loans under the Master Repurchase Agreement, other than the Custodian’s obligation to take possession of Mortgage Loans as set forth in Section 2 hereof. (e) 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, by means of the Exception Report, give written specification of such nonconformity to the Buyer and the Seller.

Obligations of the Custodian. (a) The Custodian shall segregate and maintain continuous custody (except as otherwise required by this Agreement) of all items constituting the Receivable Mortgage Files in the State of Minnesota in secure and fire resistant facilities in accordance with customary standards for such custodycustody and shall reflect in its records the interest of the Buyers therein. Each Mortgage Note (and Assignment of Mortgage) shall be maintained in fire resistant facilities. (b) With respect to the documents constituting each Receivable FileMortgage File relating to a Mortgage Loan listed on the related Mortgage Loan Schedule and Exception report, the Custodian shall, upon purchase of such related Receivable by the Borrower and Pledge of such Receivable by the Borrower to the Agent shall (Ai) act exclusively as the bailee of, and custodian for, and the bailee of the Borrower to perfect the ownership interest of the Borrower in the documents constituting such Receivable FileBuyer Agent, (B) act as the custodian for, and the bailee (for purposes of UCC Section 9-313) of, the 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 Receivable File, (Cii) hold all documents constituting such Receivable Mortgage File received by it for the exclusive use and benefit of the Buyer Agent, for the benefit of the Lender, and (Diii) make dispositions disposition thereof only in accordance with the terms of this Custodial Agreement or with written instructions furnished by the Buyer Agent; provided, however, that in the event of a conflict between the terms of this Custodial Agreement and the written instructions of the Buyer Agent, the Buyer Agent's written instructions shall control. (c) In the event that (i) the Buyer Agent, the Borrower, the Servicer any 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 Receivable Mortgage File or a any document included within a Receivable Mortgage File or (ii) a third party shall institute any court proceeding by which any Receivable Mortgage File or a document included within a Receivable 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 shall, to the extent permitted by law, continue to hold and maintain all Receivable the Mortgage Files that are the subject of such proceedings pending a final 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 Receivable Mortgage File or any document included within such Receivable Mortgage File as directed by the Buyer Agent, which shall give a direction consistent with such determination or, if no such determination is made, in accordance with the provisions of this Agreementcourt determination. Expenses and fees (including, without limitation, attorney's fees) of the Custodian incurred as a result of such proceedings shall be borne by the BorrowerSellers, jointly and severally. (d) The Buyer Agent hereby acknowledges that the Custodian shall not be responsible for the validity and perfection of the Buyer Agent's security interest in the Purchased Items hereunder, other than the Custodian's obligation to take possession of Purchased Items as set forth in Section 2 hereof. (e) 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. (f) The Custodian shall have no responsibility nor duty with respect to any Mortgage 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, certificate, statement, acknowledgement, consent, order, document in the Mortgage File, or any other document. (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, acknowledgment, consent or any other communication from the Buyer Agent. (i) The provisions of this Section 4 shall survive the resignation or removal of the Custodian and the termination of this Custodial Agreement.

Obligations of the Custodian. (a) The Custodian shall segregate and maintain continuous custody (except as otherwise required by this Agreement) of all items constituting the Receivable Mortgage Files in the State of Minnesota in secure and fire resistant facilities in accordance with customary standards for such custodycustody and shall reflect in its records the interest of Buyers therein. Each Mortgage Note (and Assignment of Mortgage) shall be maintained in fire resistant facilities. (b) With respect to the documents constituting each Receivable Mortgage File, the Custodian shall, upon purchase of such related Receivable by the Borrower and Pledge of such Receivable by the Borrower to the Agent shall (Ai) act exclusively as the bailee of, and custodian for, and the bailee of the Borrower to perfect the ownership interest of the Borrower in the documents constituting such Receivable FileBuyers, (B) act as the custodian for, and the bailee (for purposes of UCC Section 9-313) of, the 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 Receivable File, (Cii) hold all documents constituting such Receivable Mortgage File received by it for the exclusive use and benefit of the Agent, for the benefit of the LenderBuyers, and (Diii) make dispositions disposition thereof only in accordance with the terms of this Custodial Agreement or with written instructions furnished by Buyers; provided, however, that in the Agentevent of a conflict between the terms of this Custodial Agreement and the written instructions of Buyers, the Buyers’ written instructions shall control. (c) In the event that (i) the Agenta Buyer, the Borrower, the Servicer 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 Receivable Mortgage File or a any document included within a Receivable Mortgage File or (ii) a third party shall institute any court proceeding by which any Receivable Mortgage File or a document included within a Receivable 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 shall, to the extent permitted by law or any court order continue to hold and maintain all Receivable the Mortgage Files that are the subject of such proceedings pending a final 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 Receivable Mortgage File or any document included within such Receivable Mortgage File as directed by Buyers which shall give a direction consistent with such determination or, if no such determination is made, in accordance with the provisions of this Agreementdetermination. Expenses of the Custodian (including reasonable attorneys’ fees and related expenses) incurred as a result of such proceedings shall be borne by the BorrowerSeller. (d) Buyers hereby acknowledges that the Custodian shall not be responsible for the validity of Buyers’ ownership interest or the validity and perfection of the Buyers’ security interest in the Purchased Loans under the Repurchase Agreement, other than the Custodian’s obligation to take possession of Mortgage Loans as set forth in Section 2 hereof. (e) 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, by means of the Loan Schedule and Exception Report, give written or electronic specification of such nonconformity to Buyers and the Seller.

Obligations of the Custodian. (a) The Custodian shall segregate and maintain continuous custody (except as otherwise required by this Agreement) of all items constituting the Receivable Mortgage Files in the State of Minnesota in secure and fire resistant facilities in accordance with customary standards for such custodycustody and shall reflect in its records the interest of the Lender Agent therein. Each Mortgage Note (and Assignment of Mortgage) shall be maintained in fire resistant facilities. (b) With respect to the documents constituting each Receivable FileMortgage File relating to a Mortgage Loan listed on the related Mortgage Loan Schedule and Exception report, the Custodian shall, upon purchase of such related Receivable by the Borrower and Pledge of such Receivable by the Borrower to the Agent shall (Ai) act exclusively as the bailee of, and custodian for, and the bailee of the Borrower to perfect the ownership interest of the Borrower in the documents constituting such Receivable FileLender Agent, (B) act as the custodian for, and the bailee (for purposes of UCC Section 9-313) of, the 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 Receivable File, (Cii) hold all documents constituting such Receivable Mortgage File received by it for the exclusive use and benefit of the Lender Agent, for the benefit of the Lender, and (Diii) make dispositions disposition thereof only in accordance with the terms of this Custodial Agreement or with written instructions furnished by the Lender Agent; provided, however, that in the event of a conflict between the terms of this Custodial Agreement and the written instructions of the Lender Agent, the Lender Agent's written instructions shall control. (c) In the event that (i) the Lender Agent, the Borrower, the Servicer any 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 Receivable Mortgage File or a any document included within a Receivable Mortgage File or (ii) a third party shall institute any court proceeding by which any Receivable Mortgage File or a document included within a Receivable 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 shall, to the extent permitted by law, continue to hold and maintain all Receivable the Mortgage Files that are the subject of such proceedings pending a final 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 Receivable Mortgage File or any document included within such Receivable Mortgage File as directed by the Lender Agent, which shall give a direction consistent with such determination or, if no such determination is made, in accordance with the provisions of this Agreementcourt determination. Expenses and fees (including, without limitation, attorney's fees) of the Custodian incurred as a result of such proceedings shall be borne by the BorrowerBorrowers, jointly and severally. (d) The Lender Agent hereby acknowledges that the Custodian shall not be responsible for the validity and perfection of the Lender Agent's security interest in the Collateral hereunder, other than the Custodian's obligation to take possession of Collateral as set forth in Section 2 hereof. (e) 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. (f) The Custodian shall have no responsibility nor duty with respect to any Mortgage 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, certificate, statement, acknowledgement, consent, order, document in the Mortgage File, or any other document. (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, acknowledgment, consent or any other communication from the Lender Agent. (i) The provisions of this Section 4 shall survive the resignation or removal of the Custodian and the termination of this Custodial Agreement.

Obligations of the Custodian. (a) The Custodian shall segregate and maintain continuous custody (except as otherwise required by this Agreement) of all items constituting the Receivable Custodial Files in the State of Minnesota in secure and fire resistant facilities in accordance with customary standards for such custodycustody and shall reflect in its records the interest of the Purchaser therein. Each Mortgage Note (and Assignment of Mortgage) shall be maintained in fire resistant facilities. (b) With respect to the documents constituting each Receivable FileCustodial File relating to a Mortgage Loan listed on any Mortgage Loan Schedule, the Custodian shall, upon purchase of such related Receivable by the Borrower and Pledge of such Receivable by the Borrower to the Agent shall (Ai) act exclusively as the bailee of, and custodian for, the Purchaser and the bailee of the Borrower to perfect the ownership interest of the Borrower in the documents constituting such Receivable FileTrust, (B) act as the custodian for, and the bailee (for purposes of UCC Section 9-313) of, the 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 Receivable File, (Cii) hold all documents constituting such Receivable Custodial File received by it for the exclusive use and benefit of the Agent, for the benefit of the LenderPurchaser or Trust, and (Diii) make dispositions disposition thereof only in accordance with the terms of this Agreement or with written instructions furnished by the AgentCustodial Agreement. (c) In the event that (i) the Agent, the BorrowerPurchaser, 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 Receivable Custodial File or a any document included within a Receivable Custodial File or (ii) a third party shall institute any court proceeding by which any Receivable Custodial File or a document included within a Receivable 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 other materials concerning such proceedings. The Custodian shall shall, to the extent permitted by law, continue to hold and maintain all Receivable the Custodial Files that are the subject of such proceedings pending a final 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 Receivable Custodial File or any document included within such Receivable Custodial File as directed by the Purchaser which shall give a direction consistent with such determination or, if no such determination is made, in accordance with the provisions of this Agreementdetermination. Expenses and fees (including attorney's fees) of the Custodian incurred as a result of such proceedings shall be borne by the BorrowerTrust. (d) The Purchaser hereby acknowledges that the Custodian shall not be responsible for the validity and perfection of the Purchaser's security interest in the Mortgage Loans hereunder, 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. (i) The provisions of this Section 4 shall survive the resignation or removal of the Custodian and the termination of this Custodial Agreement.

Obligations of the Custodian. (a) The Custodian shall segregate and maintain continuous custody (except as otherwise required by this Agreement) of the Receivable Contract Files in the State of Minnesota in secure and fire resistant facilities in accordance with customary standards for such custody. The Contracts shall be maintained in fireproof facilities. (b) With respect to the documents constituting each Receivable Contract File, the Custodian shall, upon purchase of such related Receivable by shall on and after the Borrower and Pledge of such Receivable by the Borrower delivery thereof to the Agent Custodian (Ai) act exclusively as the custodian for, and the bailee of the Borrower to perfect the ownership interest of the Borrower in the documents constituting such Receivable File, (B) act as the custodian for, for and the bailee (solely for purposes of UCC Section 9-313305) of, the 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 Receivable FileSecured Parties, (Cii) hold all documents constituting such Receivable Contract File received by it for the exclusive use and benefit of the Agent, for the benefit of the LenderSecured Parties, and (Diii) make dispositions disposition thereof only in accordance with the terms of this Agreement or with written instructions furnished by the Controlling Party and (prior to the Remarketing Date) the Agent. (c) Upon the release of any Contract from the lien created pursuant to the Receivables Financing Agreement, the Custodian shall deliver, upon receipt of written instructions from the Borrower, such Contract to the Borrower or the Borrower's designee. (d) In the event that (i) any Secured Party, ACC, the Agent, the Borrower, the Servicer 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 Receivable Contract File or a document included within a Receivable Contract File or (ii) a third party shall institute any court proceeding by which any Receivable Contract File or a document included within a Receivable Contract File shall be required to be delivered otherwise than in accordance with the provisions of this Agreement, the party receiving such service shall promptly deliver or cause to be delivered to the other parties to this Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian shall continue to hold and maintain all Receivable Contract 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 Receivable Contract File or any a document included within such Receivable Contract File as 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.

Obligations of the Custodian. (a) The Custodian shall segregate and maintain continuous custody (except as otherwise required by this Agreement) of all items constituting the Receivable Custodial Loan Files in the State of Minnesota in secure and fire resistant facilities in accordance with customary standards for such custodycustody and shall reflect in its records the interest of the Trust therein. Each Promissory Note and Assignment of Mortgage shall be maintained in fire resistant facilities. (b) With respect to the documents Loan Documents constituting each Receivable Custodial Loan File, the Custodian shall, upon purchase of such related Receivable by the Borrower and Pledge of such Receivable by the Borrower to the Agent shall (Ai) act exclusively as the bailee of, and custodian for, and the bailee of the Borrower to perfect the ownership interest of the Borrower in the documents constituting such Receivable FileOwner Trustee, (B) act as the custodian for, and the bailee (for purposes of UCC Section 9-313) of, the 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 Receivable File, (Cii) hold all documents constituting such Receivable Custodial Loan File received by it for the exclusive use and benefit of the Agent, for the benefit of the LenderTrust, and (Diii) make dispositions thereof transfer Loan Documents to the Loan Originator and Servicer or at their direction, only in accordance with the terms of this Agreement or with written instructions furnished by the AgentCustodial Agreement. (c) In the event that (i) the AgentOwner Trustee, the BorrowerLoan Originator, 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 Receivable Custodial Loan File or a document any Loan Document included within a Receivable File therein or (ii) a third party shall institute any court proceeding by which any Receivable Custodial Loan File or a document any Loan Document included within a Receivable File therein 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 and the Initial Class A Certificateholder copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian shall shall, to the extent permitted by law, continue to hold and maintain all Receivable Files the Loan Documents that are the subject of such proceedings pending a final an order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, the Custodian shall dispose of such Receivable File or any document included within such Receivable File as 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.disposition

Obligations of the Custodian. (a) The Custodian shall segregate and maintain continuous custody (except as otherwise required by this Agreement) of all items constituting the Receivable Mortgage Files in the State of Minnesota in secure and fire resistant facilities in accordance with customary standards for such custodycustody 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 Receivable FileMortgage File relating to a Mortgage Loan listed on the related Mortgage Loan Schedule and Exception report, the Custodian shall, upon purchase of such related Receivable by the Borrower and Pledge of such Receivable by the Borrower to the Agent shall (Ai) act exclusively as the bailee of, and custodian for, and the bailee of the Borrower to perfect the ownership interest of the Borrower in the documents constituting such Receivable File, (B) act as the custodian for, and the bailee (for purposes of UCC Section 9-313) of, the 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 Receivable File, (Cii) hold all documents constituting such Receivable Mortgage File received by it for the exclusive use and benefit of the Agent, for the benefit of the Lender, and (Diii) make dispositions disposition thereof only in accordance with the terms of this Custodial Agreement or with written instructions furnished by the AgentLender; 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 AgentLender, the Borrower, the Servicer 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 Receivable Mortgage File or a any document included within a Receivable Mortgage File or (ii) a third party shall institute any court proceeding by which any Receivable Mortgage File or a document included within a Receivable 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 shall, to the extent permitted by law, continue to hold and maintain all Receivable the Mortgage Files that are the subject of such proceedings pending a final 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 Receivable Mortgage File or any document included within such Receivable Mortgage File as directed by the Lender, which shall give a direction consistent with such determination or, if no such determination is made, in accordance with the provisions of this Agreementcourt determination. Expenses and fees (including, without limitation, attorney's fees) of the Custodian incurred as a result of such proceedings shall be borne by the Borrower. (d) The Lender hereby acknowledges that the Custodian shall not be responsible for the validity and perfection of the Lender's security interest in the Collateral hereunder, other than the Custodian's obligation to take possession of Collateral as set forth in Section 2 hereof. (e) 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. (f) The Custodian shall have no responsibility nor duty with respect to any Mortgage 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, certificate, statement, acknowledgement, consent, order, document in the Mortgage File, or any other document. (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, acknowledgment, consent or any other communication from the Lender. (i) The provisions of this Section 4 shall survive the resignation or removal of the Custodian and the termination of this Custodial Agreement.

Obligations of the Custodian. (a) The Custodian shall segregate and maintain continuous custody (except as otherwise required by this Agreement) of all items constituting the Receivable Collateral Files in the State of Minnesota in secure and fire resistant facilities facilities, in accordance with customary standards for such custodycustody and shall reflect in its records the interest of the Lender therein. Each Collateral File which comes into the possession of the Custodian shall be maintained in fire-resistant facilities. (b) With respect to the documents constituting each Receivable File, the Custodian shall, upon purchase of such related Receivable by the Borrower and Pledge of such Receivable by the Borrower to the Agent (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 Receivable File, (B) act as the custodian for, and the bailee (for purposes of UCC Section 9-313) of, the 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 Receivable File, (C) hold all documents constituting such Receivable File received by it for the exclusive use and benefit of the Agent, for the benefit of the Lender, and (D) make dispositions thereof only in accordance with the terms of this Agreement or with written instructions furnished by the Agent. (c) In the event that (i) the AgentLender, the Borrower, the Servicer 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 Receivable Collateral File or a document included within a Receivable Collateral File or (ii) a third party shall institute any court proceeding by which any Receivable Collateral File or a document included within a Receivable Collateral File shall be required to be delivered otherwise than in accordance with the provisions of this Agreement, the party receiving such service shall promptly deliver or cause to be delivered to the other parties to this Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian shall shall, to the extent permitted by law and by any court order, continue to hold and maintain all Receivable the Collateral Files that are the subject of such proceedings pending a final final, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, and if permitted by such determination, the Custodian shall dispose of such Receivable Collateral File or any document included within such Receivable Collateral File as directed in writing by the Lender which shall give a direction consistent with such determination or, if no such determination is made, in accordance with the provisions of this Agreementcourt determination. Expenses of the Custodian incurred as a result of such proceedings shall be borne by the Borrower. (c) The Lender hereby acknowledges that the Custodian shall not be responsible for the validity or perfection of the Lender's security interest in the Collateral hereunder, other than the Custodian's obligation to take possession of Collateral as set forth in Section 2.1(a) hereof.