Common use of Representations and Warranties of the Custodian Clause in Contracts

Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to the Depositor, the Master Servicer, the Trust Administrator and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date: (a) The Custodian is duly organized as a national banking association and is validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereof. (b) The Custodian has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Custodian the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligation of the Custodian, enforceable against the Custodian in accordance with its terms, except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution and delivery of this Agreement by the Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Custodian; and the Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Custodian’s ability to perform or meet any of its obligations under this Agreement. (d) No litigation is pending or, to the knowledge of the Custodian, threatened against the Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Custodian to perform any of its obligations under this Agreement in accordance with the terms thereof. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of, or compliance by the Custodian with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Custodian has obtained the same.

Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to the Depositor, the Master Servicer, the Trust Administrator and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date: (a) The Custodian is duly organized as a national banking association and is validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereof. (b) The Such Custodian has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Custodian the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligation of the Custodian, enforceable against the Custodian in accordance with its terms, except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution and delivery of this Agreement by the Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Custodian; and the Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Custodian’s ability to perform or meet any of its obligations under this Agreement. (d) No litigation is pending or, to the knowledge of the Custodian, threatened against the Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Custodian to perform any of its obligations under this Agreement in accordance with the terms thereof. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of, or compliance by the Custodian with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Custodian has obtained the same.

Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to the Depositor, the Master Servicer, the Trust Administrator and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date: (a) The Such Custodian is duly organized as a national banking association and is validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the such Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereof. (b) The Such Custodian has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the such Custodian the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligation of the such Custodian, enforceable against the such Custodian in accordance with its terms, except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor therefore may be brought. (c) The execution and delivery of this Agreement by the such Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the such Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the such Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the such Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the such Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the such Custodian; and the such Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the such Custodian’s 's ability to perform or meet any of its obligations under this Agreement. (d) No litigation is pending or, to the knowledge of the such Custodian, threatened against the such Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the such Custodian to perform any of its obligations under this Agreement in accordance with the terms thereof. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the such Custodian of, or compliance by the such Custodian with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the such Custodian has obtained the same.

Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to the Depositor, the Master Servicer, the Trust Administrator Depositor and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date: (a) The Custodian is duly organized as a national banking association and is validly existing and in good standing under the laws of the United States its jurisdiction of America incorporation and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereof. (b) The Custodian has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Custodian the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligation of the Custodian, enforceable against the Custodian in accordance with its terms, except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution and delivery of this Agreement by the Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation association or by-laws bylaws of the Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Custodian; and the Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Custodian’s ability to perform or meet any of its obligations under this Agreement. (d) No litigation is pending or, to the knowledge of the Custodian, threatened against the Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Custodian to perform any of its obligations under this Agreement in accordance with the terms thereof. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of, or compliance by the Custodian with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Custodian has obtained the same.

Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to the Depositor, the Master Servicer, the Trust Administrator Administrator, the Group I Certificate Insurer and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date: (a) The Custodian is duly organized as a national banking association and is validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereof. (b) The Such Custodian has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Custodian the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligation of the Custodian, enforceable against the Custodian in accordance with its terms, except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution and delivery of this Agreement by the Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Custodian; and the Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Custodian’s ability to perform or meet any of its obligations under this Agreement. (d) No litigation is pending or, to the knowledge of the Custodian, threatened against the Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Custodian to perform any of its obligations under this Agreement in accordance with the terms thereof. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of, or compliance by the Custodian with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Custodian has obtained the same.

Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to the Depositor, the Master Servicer, the Trust Administrator and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off DateAdministrative Agent that: (a) The Custodian (i) is duly organized as a national banking association and is organized, validly existing and in good standing under the laws of North Carolina, (ii) has full corporate power and authority to conduct its business and affairs as a custodian and (iii) is a bank having the United States qualifications prescribed in Section 26(a) of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification andInvestment Company Act of 1940, in any event, is in compliance with as amended (the doing business laws “1940 Act”) for the trustees of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereofunit investment trusts. (b) The Custodian has hereby represents and warrants that it does not control, is not controlled by, nor is under common control with (either directly or indirectly) the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part Borrower or any of the Custodian the execution, delivery and performance of this Agreement; and this its affiliates. (c) This Agreement, assuming the due authorization, execution when executed and delivery thereof delivered by the other parties theretoCustodian, constitutes a legalshall constitute the valid, valid legal and binding obligation of the Custodian, enforceable against the Custodian in accordance with its terms, except that (i) as the enforceability enforcement thereof may be limited by bankruptcy, insolvency, moratorium, applicable receivership or similar debtor relief laws and other similar laws relating to creditors’ rights generally and (ii) the remedy that certain equitable remedies may not be available regardless of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution and delivery of this Agreement by the Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of whether enforcement is sought in equity or compliance with the terms thereof are in the ordinary course of business of the Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Custodian; and the Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Custodian’s ability to perform or meet any of its obligations under this Agreementat law. (d) No litigation The Custodian is pending or, not in material breach of any material agreement to the knowledge of the Custodian, threatened against the Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Custodian to perform any of its obligations under this Agreement in accordance with the terms thereofwhich it is a party. (e) No consentBy execution of this Agreement, approvalthe Custodian represents, authorization warrants and covenants that it does not currently hold, and during the existence of this Agreement shall not hold, any adverse interest, by way of security or order otherwise, in any Portfolio Investment, and hereby waives any lien which the Custodian might have pursuant to statute or otherwise available at law or in equity on the Portfolio Investments and the documents constituting the related Investment File with respect to each Portfolio Investment held by the Custodian hereunder, including all monies and proceeds derived therefrom or relating thereto. (f) The Custodian shall not, except with respect to the Custodian’s right to receive its reasonable and customary fees and expenses hereunder, at any time exercise or seek to enforce any claim, right or remedy, including any statutory or common law rights of set-off, if any, that the Custodian may otherwise have against all or any court part of an Investment File, a Portfolio Investment, or governmental agency any proceeds of the foregoing or body is against the Borrower or the Agent. (g) The Custodian maintains insurance as required for by Section 13 hereof. The representations and warranties of the Custodian set forth above shall survive the execution, delivery and performance by the Custodian of, or compliance by the Custodian with, termination of this Agreement or shall inure to the consummation benefit of the transactions contemplated thereby, or if any such consent, approval, authorization or order Agent and the Borrower so long as this Agreement is required, the Custodian has obtained the samein effect.

Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to the Depositor, the Master Servicer, the Trust Administrator Administrator, the Certificate Insurer and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date: (a) The Custodian is duly organized as a national banking association and is validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereof. (b) The Such Custodian has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Custodian the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligation of the Custodian, enforceable against the Custodian in accordance with its terms, except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution and delivery of this Agreement by the Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Custodian; and the Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Custodian’s ability to perform or meet any of its obligations under this Agreement. (d) No litigation is pending or, to the knowledge of the Custodian, threatened against the Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Custodian to perform any of its obligations under this Agreement in accordance with the terms thereof. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of, or compliance by the Custodian with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Custodian has obtained the same.

Representations and Warranties of the Custodian. (a) The Custodian hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Trust Special Servicer, the Certificate Administrator and the TrusteeOperating Advisor, as of the Closing Date, or if so specified herein, as of the Cut-off Datethat: (ai) The Custodian is duly organized as a national banking association and is association, duly organized, validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by America; the Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law possesses and shall continue to effect such qualification andpossess all requisite authority, in any eventpower, is in compliance licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement; (ii) the execution and delivery of this Agreement in accordance by the Custodian and its performance and compliance with the terms thereof.of this Agreement will not violate the Custodian’s articles of association or by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Custodian is a party or which may be applicable to the Custodian or any of its assets; (biii) The the Custodian has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and Agreement, has duly authorized by all necessary action on the part of the Custodian the execution, delivery and performance of this Agreement; , and has duly executed and delivered this Agreement; (iv) this Agreement, assuming the due authorization, execution and delivery thereof by the other parties theretohereto, constitutes a legal, valid and binding obligation of the Custodian, enforceable against the Custodian it in accordance with its termsthe terms of this Agreement, except that (i) the enforceability thereof as such enforcement may be limited by (A) bankruptcy, insolvency, moratoriumconservatorship, receivership and reorganization, receivership, moratorium or other similar laws relating to creditors’ or affecting the rights generally of creditors generally, (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (iiC) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) the remedy of specific performance Custodian is not in violation of, and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution and delivery of this Agreement by the Custodian, the consummation of any other of the transactions contemplated by this Agreement, Custodian and the fulfillment of or its performance and compliance with the terms thereof are in the ordinary course of business of the Custodian and this Agreement will not (i) result in constitute a material breach violation with respect to, any order or decree of any term court or provision of the articles of incorporation or by-laws of the Custodianany order, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Custodian; and the Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order law or regulation of any courtfederal, regulatory bodystate, administrative agency municipal or governmental body agency of or in the United States of America having jurisdiction over it jurisdiction, which breach or violation may materially impair the Custodian’s ability to perform or meet any of its obligations under this Agreement. (d) No litigation is pending or, to the knowledge of the Custodian, threatened against the Custodian would have consequences that would materially and adversely affect the execution, delivery condition (financial or enforceability of this Agreement other) or the ability operations of the Custodian to perform any or its properties or might have consequences that would materially affect the performance of its obligations under this Agreement in accordance with the terms thereof.duties hereunder or thereunder; (evi) No no consent, approval, authorization or order of, or registration of filing with, or notice to any court court, governmental or governmental regulatory agency or body body, is required for the execution, delivery and performance by the Custodian of, or compliance by the Custodian with, of this Agreement or if required, such approval has been obtained prior to the consummation Closing Date; and (vii) no litigation is pending or, to the best of the transactions contemplated therebyCustodian’s knowledge, threatened against the Custodian which would prohibit its entering into or if any such consent, approval, authorization or order is requiredmaterially and adversely affect its ability to perform its obligations under this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Custodian has obtained (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the samerepresentations and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders or any Serviced Companion Loan Holder, the Master Servicer, the Special Servicer or the Custodian in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to the Depositor, the Master Servicer, the Trust Administrator and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date: (a) The Custodian is duly organized as a national banking association and is validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereof. (b) The Custodian has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Custodian the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligation of the Custodian, enforceable against the Custodian in accordance with its terms, except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor therefore may be brought. (c) The execution and delivery of this Agreement by the Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Custodian; and the Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Custodian’s 's ability to perform or meet any of its obligations under this Agreement. (d) No litigation is pending or, to the knowledge of the Custodian, threatened against the Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Custodian to perform any of its obligations under this Agreement in accordance with the terms thereof. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of, or compliance by the Custodian with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Custodian has obtained the same.

Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to the Depositor, the Master Servicer, the Trust Administrator and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date: (a) The Such Custodian is duly organized as a national banking association and is validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the such Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereof. (b) The Such Custodian has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the such Custodian the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligation of the such Custodian, enforceable against the such Custodian in accordance with its terms, except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor therefore may be brought. (c) The execution and delivery of this Agreement by the such Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the such Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the such Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the such Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the such Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the such Custodian; and the such Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the such Custodian’s ability to perform or meet any of its obligations under this Agreement. (d) No litigation is pending or, to the knowledge of the such Custodian, threatened against the such Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the such Custodian to perform any of its obligations under this Agreement in accordance with the terms thereof. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the such Custodian of, or compliance by the such Custodian with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the such Custodian has obtained the same.

Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to the Depositor, the Master Servicer, the Trust Administrator Depositor and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date: (a) The Custodian is duly organized as a national banking association and is validly existing and in good standing under the laws of the United States its jurisdiction of America incorporation and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereof. (b) The Custodian has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Custodian the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligation of the Custodian, enforceable against the Custodian in accordance with its terms, except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution and delivery of this Agreement by the Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-by laws of the Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Custodian; and the Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Custodian’s ability to perform or meet any of its obligations under this Agreement. (d) No litigation is pending or, to the knowledge of the Custodian, threatened against the Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Custodian to perform any of its obligations under this Agreement in accordance with the terms thereof. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of, or compliance by the Custodian with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Custodian has obtained the same.

Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to the Depositor, the Master Servicer, the Trust Administrator Servicer and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-Cut off Date: (a) The Custodian is duly organized as a national banking association and is validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereof. (b) The Custodian has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Custodian the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligation of the Custodian, enforceable against the Custodian in accordance with its terms, except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution and delivery of this Agreement by the Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-by laws of the Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Custodian; and the Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Custodian’s 's ability to perform or meet any of its obligations under this Agreement. (d) No litigation is pending or, to the knowledge of the Custodian, threatened against the Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Custodian to perform any of its obligations under this Agreement in accordance with the terms thereof. (e) . No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of, or compliance by the Custodian with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Custodian has obtained the same.

Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to the Depositor, the Master Servicer, the Trust Administrator Servicer and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date: (a) The Custodian is duly organized as a national banking association and is validly existing and in good standing under the laws of the United States its jurisdiction of America incorporation and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereof. (b) The Custodian has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Custodian the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligation of the Custodian, enforceable against the Custodian in accordance with its terms, except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution and delivery of this Agreement by the Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-by laws of the Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Custodian; and the Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Custodian’s ability to perform or meet any of its obligations under this Agreement. (d) No litigation is pending or, to the knowledge of the Custodian, threatened against the Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Custodian to perform any of its obligations under this Agreement in accordance with the terms thereof. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of, or compliance by the Custodian with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Custodian has obtained the same.

Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to the Depositor, the Master Servicer, the Trust Administrator Servicer and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off Off Date: (a) The Such Custodian is duly organized as a national banking association and is validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the such Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereof. (b) The Such Custodian has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the such Custodian the execution, delivery and performance of this Agreement; , and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligation of the such Custodian, enforceable against the such Custodian in accordance with its terms, except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor therefore may be brought. (c) The execution and delivery of this Agreement by the such Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the such Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Custodiansuch custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the such Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the such Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the such Custodian; and the such Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the such Custodian’s 's ability to perform or meet any of its obligations under this Agreement. (d) No litigation is pending or, to the knowledge of the Custodian, or threatened against the such Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the such Custodian to perform any of its obligations under this Agreement in accordance with the terms thereof. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the such Custodian of, or compliance by the such Custodian with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the such Custodian has obtained the same.

Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to the Depositor, Depositor and for the Master Servicer, the Trust Administrator and the Trustee, as benefit of the Closing Date, or if so specified herein, as of the Cut-off DateHolders that: (a) The Custodian is duly organized as a national banking association and is duly organized, validly existing and in good standing under the laws of the United States of America with full power and is duly authorized and qualified to transact any authority and all governmental licenses, authorizations, consents and approvals required to carry on its trust business contemplated by as now conducted and to execute and deliver this Agreement to be conducted by the Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification andAgreement, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereofhereunder and perform all transactions contemplated hereby. (b) Other than as might occur by reason of its duties as Custodian under this Agreement, the Custodian is not “affiliated,” as such term is defined in Rule 405 under the Securities Act, with the Depositor. (c) The execution, delivery and performance by the Custodian has the full power and authority to execute, deliver and performof this Agreement, and the execution and delivery of the Custodial Receipts by the Custodian pursuant to enter into and consummate this Agreement, are within the transactions contemplated by this Agreement and has corporate power of the Custodian, have been duly authorized by all necessary corporate action on the part of the Custodian the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligation of the Custodian, enforceable against the Custodian in accordance with its terms, except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution and delivery of this Agreement by the Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Custodian do not and will not (i) result in a material breach of violate or contravene any term judgment, injunction, order or provision of the articles of incorporation or by-laws of decree binding on the Custodian, (ii) materially conflict withviolate, result in contravene or constitute a material breachdefault under any provision of the organizational documents of the Custodian, violation (iii) violate, contravene or acceleration of, or result in constitute a material default under, the terms of under any other material agreement or instrument to which the Custodian is a party or by which it may be bound, is bound or (iii) constitute a material violation of any statute, order statute or regulation applicable to the Custodian or (iv) result in the creation or imposition of any courtlien, regulatory body, administrative agency charge or governmental body having jurisdiction over the Custodian; and encumbrance attributable to the Custodian is on the Bonds and not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair permitted by the Custodian’s ability to perform or meet any of its obligations under transactions contemplated by this Agreement. (d) No litigation is pending or, to the knowledge of the Custodian, threatened against the Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Custodian to perform any of its obligations under this Agreement in accordance with the terms thereof. (e) No consent, approval, authorization or order of of, or filing with, any court or regulatory, supervisory or governmental agency or body is required for to be obtained or made by the Custodian in connection with (i) the execution, delivery and performance by the Custodian ofof this Agreement, or compliance (ii) the execution and delivery of the Custodial Receipts by the Custodian withpursuant to this Agreement, this Agreement or (iii) the consummation by the Custodian of the transactions contemplated therebyhereby. (e) This Agreement constitutes the legal, or if any such consent, approval, authorization or order is required, valid and binding obligation of the Custodian has obtained enforceable against the sameCustodian in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally or by the exercise of judicial discretion in accordance with general principles of equity.

Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to the Depositor, the Master Servicer, the Trust Administrator and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date: (a) The Custodian is duly organized as a national banking association and is validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereof. (b) The Custodian has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Custodian the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligation of the Custodian, enforceable against the Custodian in accordance with its terms, except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution and delivery of this Agreement by the Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Custodian; and the Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Custodian’s ability to perform or meet any of its obligations under this Agreement. (d) No litigation is pending or, to the knowledge of the Custodian, threatened against the Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Custodian to perform any of its obligations under this Agreement in accordance with the terms thereof. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of, or compliance by the Custodian with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Custodian has obtained the same.

Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to the Depositor, the Master Servicer, the Trust Administrator and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date: (a) The Such Custodian is duly organized as a national banking association and is validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the such Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereof. (b) The Such Custodian has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the such Custodian the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligation of the such Custodian, enforceable against the such Custodian in accordance with its terms, except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution and delivery of this Agreement by the such Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the such Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the such Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the such Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the such Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the such Custodian; and the such Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the such Custodian’s 's ability to perform or meet any of its obligations under this Agreement. (d) No litigation is pending or, to the knowledge of the such Custodian, threatened against the such Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the such Custodian to perform any of its obligations under this Agreement in accordance with the terms thereof. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the such Custodian of, or compliance by the such Custodian with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the such Custodian has obtained the same.

Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to the Depositor, the Master Servicer, the Trust Administrator and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date: (a) The Custodian is duly organized as a national banking association chartered bank and is validly existing and in good standing under the laws of the United States state of America Georgia and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereof. (b) The Custodian has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Custodian the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligation of the Custodian, enforceable against the Custodian in accordance with its terms, except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution and delivery of this Agreement by the Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Custodian; and the Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Custodian’s ability to perform or meet any of its obligations under this Agreement. (d) No litigation is pending or, to the knowledge of the Custodian, threatened against the Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Custodian to perform any of its obligations under this Agreement in accordance with the terms thereof. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of, or compliance by the Custodian with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Custodian has obtained the same.

Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to the Depositorto, and covenants with, the Master ServicerTrust, the Trust Administrator Servicer and the TrusteeIndenture Trustee that, as of on the Closing Date, or if so specified herein, as of the Cut-off Date:date hereof (a) The Custodian is duly organized as (i) a national banking association and is validly existing and in good standing under subject to the laws of the United States of America and is (ii) duly authorized qualified and qualified in good standing and in possession of all requisite authority, power, licenses, permits and franchises in order to transact any execute, deliver and all business contemplated by this Agreement to be conducted by the Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance comply with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereofof this Agreement. (b) The Custodian has the full all requisite right, power and authority to execute, execute and deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by to perform all necessary action on the part of its duties as the Custodian the hereunder. (c) The execution, delivery and performance of this Agreement; Agreement have been duly authorized by all necessary corporate action on the part of the Custodian, and this Agreement, assuming neither the due authorization, execution and delivery thereof of this Agreement by the Custodian in the manner contemplated herein nor the Custodian's performance of and compliance with the terms hereof will violate, contravene or create a default under any charter document or bylaw of the Custodian or any material contract, agreement, or instrument to which the Custodian or by which any of its property may be bound or result in the creation of any lien, security interest or other parties theretocharge or encumbrance upon or with respect to any of its property. (d) Neither the execution and delivery of this Agreement by the Custodian, constitutes a legalnot its performance of and compliance with its obligations and covenants hereunder, valid require the consent or approval of any governmental authority or, if such consent or approval is required, it has been obtained. (e) This Agreement, when executed and delivered by the Custodian, will constitute valid, legal and binding obligation obligations of the Custodian, enforceable against the Custodian in accordance with its their respective terms, except that (i) as the enforceability enforcement thereof may be limited by bankruptcy, insolvency, moratorium, receivership applicable debtor relief laws and other similar laws relating to creditors’ rights generally and (ii) the remedy that certain equitable remedies may not be available regardless of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtwhether enforcement is sought in equity or at law. (cf) The execution Custodian does not believe, nor does it have any reason or cause to believe, that it cannot perform each and delivery of this Agreement by the Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are every covenant contained in the ordinary course of business of the Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Custodian; and the Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Custodian’s ability to perform or meet any of its obligations under this Agreement. (dg) No There is no litigation is pending or, to the knowledge best of the Custodian's knowledge, threatened against which, if determined adversely to the Custodian that Custodian, would materially and adversely affect the execution, delivery or enforceability of this Agreement or any of the ability duties or obligations of the Custodian to perform any of its obligations under this Agreement in accordance with the terms thereofhereunder. (eh) No consent, approval, authorization The Custodian is not an Affiliate of the Trust or order the Originator. (i) At all times the Custodian shall be a corporation or association organized and doing business under the laws of the United States of America or of any court State, shall be authorized under such laws to exercise corporate trust powers, subject to supervision or governmental agency or body is required for the execution, delivery and performance examination by the Custodian of, United States of America or compliance by the Custodian with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, State. (j) The Custodian shall at all times have a combined capital and surplus of at least $50,000,000 as set forth in its then most recent published annual report of condition. The Custodian shall provide copies of such reports to the Custodian has obtained Trust and the sameIndenture Trustee upon request.

Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to the Depositor, the Master Servicer, the Trust Administrator and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date: (a) The Custodian is duly organized as a national banking association and is validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereof. (b) The Custodian has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Custodian the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligation of the Custodian, enforceable against the Custodian in accordance with its terms, except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution and delivery of this Agreement by the Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Custodian; and the Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Custodian’s 's ability to perform or meet any of its obligations under this Agreement. (d) No litigation is pending or, to the knowledge of the Custodian, threatened against the Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Custodian to perform any of its obligations under this Agreement in accordance with the terms thereof. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of, or compliance by the Custodian with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Custodian has obtained the same.

Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to the Depositor, the Master Servicer, the Trust Securities Administrator and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date: (a) The Custodian is duly organized as a national banking association and is validly existing and in good standing under the laws of the United States its jurisdiction of America incorporation and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereof. (b) The Custodian has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Custodian the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligation of the Custodian, enforceable against the Custodian in accordance with its terms, except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution and delivery of this Agreement by the Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation association or by-laws bylaws of the Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Custodian; and the Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Custodian’s ability to perform or meet any of its obligations under this Agreement. (d) No litigation is pending or, to the knowledge of the Custodian, threatened against the Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Custodian to perform any of its obligations under this Agreement in accordance with the terms thereof. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of, or compliance by the Custodian with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Custodian has obtained the same.

Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to the Depositor, the Master Servicer, the Trust Administrator Servicer and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date: (a) The Custodian is duly organized as a national banking association and is validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereof. (b) The Custodian has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Custodian the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligation of the Custodian, enforceable against the Custodian in accordance with its terms, except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution and delivery of this Agreement by the Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-by laws of the Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Custodian; and the Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Custodian’s ability to perform or meet any of its obligations under this Agreement. (d) No litigation is pending or, to the knowledge of the Custodian, threatened against the Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Custodian to perform any of its obligations under this Agreement in accordance with the terms thereof. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of, or compliance by the Custodian with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Custodian has obtained the same.

Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to the Depositorto, the Master Servicer, the Trust Administrator and the Trusteecovenants that, as of the Closing Date, or if so specified herein, as of the Cut-off Datedate hereof: (a) The Each of the Custodian and the Subcustodian is duly organized as a national banking association and is organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and satisfies the United States of America requirements for acting as a Fannie Mae/Freddie Mac custodian, and is duly authorized has full corporate power and qualified to transact any xxxxxrxxx xx xxx its properties and all conduct its business contemplated by this Agreement to be conducted by the Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereofas currently conducted. (b) The Custodian has the full all requisite corporate power and authority to execute, deliver and perform, and to enter into and perform its obligations under this Custodial Agreement and to consummate the transactions contemplated hereby. The execution and delivery by the Custodian of this Custodial Agreement and has the consummation by the Custodian of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Custodian the execution, delivery Custodian. This Custodial Agreement has been duly and performance of this Agreement; validly executed and this Agreement, assuming the due authorization, execution and delivery thereof delivered by the other parties thereto, Custodian and constitutes a legal, valid and binding obligation of the Custodian, enforceable against the Custodian Custodian, in accordance with its terms, except that (i) the enforceability thereof may be limited by subject to bankruptcy, reorganization, insolvency, moratorium, receivership moratorium and other similar laws of general applicability relating to creditors’ or affecting creditors rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion general principles of the court before which any proceeding therefor may be broughtequity. (c) The Neither the execution and delivery by the Custodian of this Agreement Custodial Agreement, nor the consummation by the Custodian, the consummation Custodian of any other of the transactions contemplated by this Agreementhereby, and nor the fulfillment by the Custodian of or compliance with the terms thereof are in the ordinary course of business of the Custodian and hereof, will not (i) conflict with, or violate, result in a material breach of or constitute a material default (with or without notice or lapse of time, or both) under (i) any term or provision of the articles Certificate of incorporation Incorporation or byBy-laws of the Custodian, Custodian or (ii) materially conflict with, result in a material breach, violation any term or acceleration of, or result in a material default under, the terms provision of any indenture or other material agreement or instrument instrument, to which the Custodian is a party or by which it may be the Custodian is bound. The execution, delivery and performance of this Custodial Agreement by the Custodian or (iii) constitute a material violation of any statute, order or regulation applicable to the consummation by the Custodian of the transactions contemplated hereby will not require the authorization, consent or approval of any court, regulatory body, administrative governmental authority or agency or governmental body having jurisdiction over and regulating the activities of the Custodian. (d) The Custodian shall perform its obligations under this Custodial Agreement in accordance with the standards incorporated by Fannie Mae or Freddie Mac; and the Custodian is not shall at all times maintaxx xxxurate anx xxxxxete records in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair connection with the Custodian’s ability to perform or meet any performance of its obligations under this Custodial Agreement. (d) No litigation is pending or, to the knowledge of the Custodian, threatened against the Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Custodian to perform any of its obligations under this Agreement in accordance with the terms thereof. (e) No consent, approval, authorization The Custodian does not use any Subservicers or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of, or compliance by the Custodian with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Custodian has obtained the sameSubcontractors.

Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to the Depositor, the Master Servicer, the Trust Administrator Depositor and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date: (a) The Custodian is duly organized as a national banking association and is validly existing and in good standing under the laws of the United States its jurisdiction of America incorporation and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereofCustodian. (b) The Custodian has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Custodian the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligation of the Custodian, enforceable against the Custodian in accordance with its terms, except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution and delivery of this Agreement by the Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-by laws of the Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Custodian; and the Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Custodian’s ability to perform or meet any of its obligations under this Agreement. (d) No litigation is pending or, to the knowledge of the Custodian, threatened against the Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Custodian to perform any of its obligations under this Agreement in accordance with the terms thereof. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of, or compliance by the Custodian with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Custodian has obtained the same.

Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to the Depositor, the Master Servicer, the Trust Administrator and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off DateFund that: (a) The Custodian It is a banking corporation duly organized as a national banking association and is validly existing and in good standing under the laws of the United States State of America Illinois and is duly authorized and qualified to transact any and all business contemplated by shall remain so as long as this Agreement to be conducted by the Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereofeffect. (b) The Custodian has the full power It is duly qualified to carry on its business in each jurisdiction in which it does business where its activities would require such qualification. (c) It is empowered under applicable laws and authority to execute, deliver by its Charter and perform, and By-Laws to enter into and consummate the transactions contemplated by perform this Agreement and has duly authorized by all necessary action on the part of the Custodian the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties thereto, Agreement constitutes a legal, valid and binding obligation of the Custodian, Custodian that is enforceable against the Custodian in accordance with its terms, except that (i) the enforceability thereof may be limited by terms subject to applicable bankruptcy, insolvency, moratorium, receivership moratorium and other similar laws relating to creditors’ affecting rights of creditors generally and (ii) the remedy exercise of specific performance and injunctive and other forms judicial discretion in accordance with general principles of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtequity. (cd) The execution All requisite actions have been taken to authorize it to enter into and delivery of this Agreement by the Custodian, the consummation of any other of the transactions contemplated by perform this Agreement. (e) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. (f) It shall comply in all material respects with all laws, rules and regulations, including all applicable foreign, United States, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Custodian state laws, rules and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation regulations applicable to the Custodian of any court, regulatory body, its custody business. (g) No legal or administrative agency proceedings have been instituted or governmental body having jurisdiction over the Custodian; and the Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it threatened which breach or violation may would materially impair the Custodian’s ability to perform or meet any of its duties and obligations under this Agreement. (dh) No litigation is pending or, to the knowledge of the Custodian, threatened against the Custodian that would materially and adversely affect the execution, delivery or enforceability of Its entrance into this Agreement shall not cause a material breach or the ability be in material conflict with any other agreement or obligation of the Custodian or any law or regulation applicable to perform any of its obligations under this Agreement in accordance with the terms thereofit. (ei) No consentIt has developed and implemented policies and procedures reasonably designed to prevent or detect instances when it is not conducting its business in compliance with all applicable foreign, approval, authorization or order of federal and state laws and regulations. (j) It will notify the Fund promptly if any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of, or compliance by the Custodian with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Custodian has obtained the samerepresentations and warranties above cease to be true.

Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to the Depositor, the Master Servicer, the Trust Administrator and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date: (a) The Custodian is duly organized as a national Georgia banking association corporation and is validly existing and in good standing under the laws of the United States state of America Georgia and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereof. (b) The Custodian has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Custodian the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligation of the Custodian, enforceable against the Custodian in accordance with its terms, except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution and delivery of this Agreement by the Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Custodian; and the Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Custodian’s ability to perform or meet any of its obligations under this Agreement. (d) No litigation is pending or, to the knowledge of the Custodian, threatened against the Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Custodian to perform any of its obligations under this Agreement in accordance with the terms thereof. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of, or compliance by the Custodian with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Custodian has obtained the same.

Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to to, and agrees with the DepositorIndenture Trustee, the Master Servicer, the Trust Administrator Note Insurer and the TrusteeIssuer, as of the Closing Date, or if so specified herein, as of the Cut-off DateDate that: (a) The Custodian is duly organized as a national state banking association and under the laws of the state of New York, is validly existing and existing, in good standing and has the corporate power and authority under the laws of the United States of America and is duly authorized and qualified to transact any and all conduct its business contemplated by this Agreement to be conducted by the Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereofas now conducted. (b) The Custodian has the full corporate power and authority to execute, deliver and perform, and under the laws of the United States of America to enter into and consummate the perform all transactions contemplated by this Agreement herein and has duly authorized by all necessary action on the part of the Custodian the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligation of the Custodian, enforceable against the Custodian in accordance with its terms, except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution and delivery of this Agreement by the Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Custodian; and the Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Custodian’s ability to perform or meet any of its obligations under this Agreement. (d) No litigation is pending or, to the knowledge of the Custodian, threatened against the Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Custodian to perform any of its obligations under this Agreement in accordance with the terms thereof. (e) No no consent, approval, authorization or order of any federal court or governmental agency or body governing or having jurisdiction with respect to the Custodian's custodial powers is required for the Custodian to enter into this Agreement and to perform its obligations hereunder. (c) The execution, delivery and performance by it of this Agreement (a) do not violate any provision of any law or regulation governing the banking or the custodial powers of the Custodian or any order, writ, judgment, or decree of any court, arbitrator, or governmental authority applicable to the Custodian or any of its assets, (b) do not violate any provision of its corporate charter or by-laws, or (c) do not violate any provision of, or compliance constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any of the property acquired by the Issuer pursuant to the provisions of any indenture, contract, agreement or other undertaking other than this Agreement to which it is a party. (d) This Agreement has been duly executed and delivered by the Custodian withand constitutes the legal, this Agreement or the consummation valid and binding agreement of the transactions contemplated therebyCustodian, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law. (e) Nothing has come to the Custodian's attention indicating that, with respect to the Receivables and the Financed Vehicles (i) there exist any adverse claims, lien, or if encumbrances against any such consentof the same; (ii) any Receivable was overdue or had been dishonored or subject to the circumstances described in Section3-304 of the Uniform Commercial Code as in effect in the State of New York, approval, authorization or order is required(iii) there exists any other defense against or claim to the Receivables by any other person or entity. For purposes of this subsection (e), the Custodian has obtained shall not be deemed to have notice or knowledge of the sameforegoing matters unless a Responsible Officer assigned to and working in the Custodian's Corporate Trust Office shall have actual knowledge thereof or written notice thereof is received by the Custodian in accordance herewith.

Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to the Class 2-A-2 Insurer, the Depositor, the Master Servicer, the Trust Administrator and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date: (a) The Custodian is duly organized as a national banking association and is validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereof. (b) The Custodian has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Custodian the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligation of the Custodian, enforceable against the Custodian in accordance with its terms, except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution and delivery of this Agreement by the Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Custodian; and the Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Custodian’s ability to perform or meet any of its obligations under this Agreement. (d) No litigation is pending or, to the knowledge of the Custodian, threatened against the Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Custodian to perform any of its obligations under this Agreement in accordance with the terms thereof. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of, or compliance by the Custodian with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Custodian has obtained the same.

Representations and Warranties of the Custodian. The Custodian (and any successor custodian as of the appointment of such custodian) hereby represents and warrants to the Depositor, the Master Servicer, the Trust Administrator and the Trustee, as of the Closing Date, or if so specified herein, date hereof and as of the Cut-off Dateeach date it delivers an executed Trust Receipt that: (a) The the Custodian is (i) a Utah State chartered bank duly organized as a national banking association and is organized, validly existing and in good standing under the laws of the United States of America and is (ii) duly authorized qualified and qualified to transact any in good standing and in possession of all business contemplated by this Agreement to be conducted by the Custodian requisite authority, power, licenses, permits and franchises in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereof. (b) The Custodian has the full power and authority order to execute, deliver and performcomply with its obligations under the terms of this Agreement; (b) it is qualified to act as a custodian and to perform its duties hereunder and it does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (c) the Custodian has the power and authority and the legal right to execute and deliver, and to enter into and consummate the transactions contemplated by perform its obligations under, this Agreement Agreement, and has duly authorized by taken all necessary action to authorize its execution, delivery and performance of this Agreement; (d) no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder or creditor of the Custodian) is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement; (e) to Custodian’s knowledge after due inquiry, there is no litigation pending or threatened which, if determined adversely to Custodian, would adversely affect the execution, delivery or enforceability of this Agreement, or any of the duties or obligations of Custodian hereunder, or which would have a material adverse effect on the part financial condition of the Custodian Custodian; (f) the execution, delivery and performance of this Agreement; Agreement and this Agreementthe original Trust Receipt issued hereunder, assuming have been duly authorized by all necessary corporate action and the due authorization, execution and delivery thereof of this Agreement by the Custodian in the manner contemplated herein and the performance of and compliance with the terms hereof by it will not (i) to the best of the Custodian’s knowledge, violate, contravene or create a default under any applicable laws, licenses or permits, or (ii) violate, contravene or create a default under any charter document or bylaw of the Custodian or to the best of the Custodian’s knowledge any contract, agreement, or instrument to which the Custodian or by which any of its property may be bound and will not result in the creation of any lien, security interest or other parties thereto, charge or encumbrance upon or with respect to any of its property; (g) this Agreement has been duly executed and delivered on behalf of the Custodian and constitutes a legal, valid and binding obligation of the Custodian, Custodian enforceable against the Custodian in accordance with its terms, except that (i) the as enforceability thereof may be limited by bankruptcy, insolvency, moratoriumreorganization, receivership and other moratorium or similar laws relating to affecting the enforcement of creditors’ rights generally and by general principles of equity (whether enforcement is sought in a proceeding in equity or at law); and (h) The Custodian shall promptly notify the applicable Financing Party and Sellers if (i) the related Seller fails to pay any amount due to the Custodian under this Agreement or any separate fee agreement related hereto; (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion a Responsible Officer of the court before which Custodian has actual knowledge that any proceeding therefor may be brought. (c) The execution and delivery of this Agreement by mortgage, pledge, lien, security interest or other charge or encumbrance has been placed on the Custodian, the consummation of any Mortgage Files other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are than in the ordinary course of business of the Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Custodian is a party or by which it may be bound, business; or (iii) constitute a material violation the representations, warranties and covenants contained in this Section 16 were to become untrue or incorrect at any time during the term of any statute, order or regulation applicable to the Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Custodian; and the Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Custodian’s ability to perform or meet any of its obligations under this Agreement. (d) No litigation is pending or, to the knowledge of the Custodian, threatened against the Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Custodian to perform any of its obligations under this Agreement in accordance with the terms thereof. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of, or compliance by the Custodian with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Custodian has obtained the same.

Representations and Warranties of the Custodian. The Custodian hereby represents represents, warrants to, and warrants to covenants with Buyer that on the Depositordate hereof, and on the Master Servicer, the Trust Administrator and the Trustee, as date of the Closing Date, or if so specified herein, as issuance of any Trust Receipt by the Cut-off DateCustodian: (a1) The Custodian is duly organized as (i) a national banking association and is duly organized, validly existing and in good standing under the laws of the United States of America and is (ii) duly authorized qualified and qualified to transact any in good standing and in possession of all business contemplated by this Agreement to be conducted by the Custodian requisite authority, power, licenses, permits and franchises in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereof. (b) The Custodian has the full power and authority order to execute, deliver and perform, and to enter into and consummate comply with its obligations under the transactions contemplated by terms of this Agreement and has duly authorized by all necessary action on the part of the Custodian the Agreement; (2) The execution, delivery and performance of this Agreement; Agreement have been duly authorized by all necessary corporate action and this Agreement, assuming the due authorization, execution and delivery thereof of this Agreement by the Custodian in the manner contemplated herein and the performance of and compliance with the terms hereof by it will not (i) violate, contravene or create a default under any applicable laws, licenses or permits to the best of its knowledge, or (ii) violate, contravene or create a default under any charter document or bylaw of the Custodian or to the best of the Custodian's knowledge any contract, agreement, or instrument to which the Custodian or by which any of its property may be bound and will not result in the creation of any lien, security interest or other parties theretocharge or encumbrance upon or with respect to any of its property; (3) The execution and delivery of this Agreement by the Custodian and the performance of and compliance with its obligations and covenants hereunder do not require the consent or approval of any governmental authority or, constitutes a legalif such consent or approval is required, valid it has been obtained; (4) This Agreement, and the original Trust Receipt issued hereunder, when executed and delivered by the Custodian will constitute valid, legal and binding obligation obligations of the Custodian, enforceable against the Custodian in accordance with its their respective terms, except that (i) as the enforceability enforcement thereof may be limited by bankruptcy, insolvency, moratorium, receivership applicable debtor relief laws and other similar laws relating to creditors’ rights generally and (ii) the remedy that certain equitable remedies may not be available regardless of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.whether enforcement is sought in equity or at law; (c5) The execution Custodian does not believe, nor does it have any reason or cause to believe, that it cannot perform each and delivery of every covenant contained in this Agreement by the Agreement; (6) To Custodian's knowledge after due inquiry, there is no litigation pending or threatened which, if determined adversely to Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Custodian; and the Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Custodian’s ability to perform or meet any of its obligations under this Agreement. (d) No litigation is pending or, to the knowledge of the Custodian, threatened against the Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement Agreement, or the ability any of the duties or obligations of Custodian to perform any thereunder, or which would have a material adverse effect on the financial condition of its obligations under this Agreement in accordance with the terms thereof.Custodian; (e7) No consentUpon written request of a Buyer or any Third Person, approvaland assurance reasonably satisfactory to Custodian that its costs of doing so will be timely reimbursed and that Custodian will receive reasonable compensation (in addition to the compensation provided for elsewhere in this Agreement) for doing so, authorization Custodian shall take such steps as may be reasonably requested by Buyer or order of any court Third Person (consistent with Custodian's undertakings hereunder) to protect or governmental agency or body is required for maintain any interest in any real property securing the execution, delivery Home Improvement Loan owned by such owner and performance by the Custodian of, or compliance by the Custodian with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Custodian has obtained the sameinsurance applicable thereto.

Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to the Depositor, the Master Servicer, the Trust Securities Administrator and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date: (a) The Custodian is duly organized as a national banking association and is validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing doing-business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereof. (b) The Custodian has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Custodian the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligation of the Custodian, enforceable against the Custodian in accordance with its terms, except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution and delivery of this Agreement by the Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Custodian; and the Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Custodian’s ability to perform or meet any of its obligations under this Agreement. (d) No litigation is pending or, to the knowledge of the Custodian, threatened against the Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Custodian to perform any of its obligations under this Agreement in accordance with the terms thereof. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of, or compliance by the Custodian with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Custodian has obtained the same. ARTICLE III ADMINISTRATION OF THE MORTGAGE LOANS

Representations and Warranties of the Custodian. The Custodian hereby (and any successor custodian as of the appointment of such custodian) represents and warrants to the DepositorIssuer, the Master Servicer, the Trust Administrator Sellers and the TrusteeServicer, as of the Closing Date, or if so specified hereindate hereof and as of each date it delivers an executed Certification, as of the Cut-off Datefollows: (a) The Custodian is duly organized as a national banking association and is validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereof. (b) The Custodian has the full power and authority and the legal right to execute, deliver execute and performdeliver, and to enter into and consummate the transactions contemplated by perform its obligations under, this Agreement Agreement, and has duly authorized by taken all necessary action on the part of the Custodian the to authorize its execution, delivery and performance of this Agreement; . (b) No consent or authorization of, filing with, or other act by or in respect of, any arbitrator or governmental authority and no consent of any other Person (including, without limitation, any stockholder or creditor of the Custodian) is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement. (c) This Agreement has been authorized and approved by all requisite corporate action on the part of the Custodian and, assuming when executed and delivered by the due authorization, execution Custodian and delivery thereof by the other parties theretohereto, constitutes a will constitute the legal, valid and binding obligation of the Custodian, enforceable against the Custodian in accordance with its terms; provided, except however, that (i) the enforceability thereof enforcement may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, receivership and moratorium or other similar laws relating to affecting creditors’ rights generally and by general principles of equity (ii) the remedy regardless of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution and delivery of this Agreement by the Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of whether enforcement is sought in equity or compliance with the terms thereof are in the ordinary course of business of the Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Custodian; and the Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Custodian’s ability to perform or meet any of its obligations under this Agreementat law). (d) No litigation is pending or, to the knowledge The Custodian has not executed any agreement or obligation inconsistent herewith or with any of the Custodian, threatened against the Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Custodian to perform any of its obligations under this Agreement in accordance with the terms thereoftransactions contemplated hereby. (e) No consentThe Custodian is independent from and unaffiliated with the Sellers and the Servicer and is a financial institution whose deposits or accounts are federally insured, approvalor is a subsidiary of such financial institution and is authorized under applicable law to perform custodial services such as the custodial services described herein. (f) By execution of this Agreement, authorization the Custodian, as set forth herein, warrants that it has no, and covenants that it will hold no, and not assert any, lien, claim, security interest, right of setoff or order adverse interest by way of security or otherwise, in any of the Mortgage Notes, Mortgages, Assignments of Mortgage or the Mortgage Loans and, as set forth herein, hereby waives and releases any such interest or right which it may have or acquire in or to any such Mortgage Notes, Mortgages, Assignments of Mortgage or Mortgage Loans. (g) The Custodian represents and warrants that it has no actual knowledge of the existence, except with respect to the Collateral Agent, of any court lien, claim, right of setoff or governmental agency adverse interest by way of security or body is required for otherwise, in any Mortgage Loan or Mortgage Notes, Mortgages or Assignments of Mortgage, and covenants that it will advise the execution, delivery and performance by the Custodian of, or compliance by the Custodian with, this Agreement or the consummation Collateral Agent immediately in writing if it becomes aware of the transactions contemplated thereby, or if existence of any such consentlien, approvalclaim, authorization right of setoff or order is required, the Custodian has obtained the sameadverse interest.

Representations and Warranties of the Custodian. The Custodian hereby (and any successor custodian as of the appointment of such custodian) represents and warrants to the Depositor, the Master Servicer, the Trust Administrator Issuer and the TrusteeCompany, as of the Closing Date, or if so specified hereindate hereof and as of each date it delivers an executed Certification, as of the Cut-off Datefollows: (a) The Custodian is duly organized as a national banking association and is validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereof. (b) The Custodian has the full power and authority and the legal right to execute, deliver execute and performdeliver, and to enter into and consummate the transactions contemplated by perform its obligations under, this Agreement Agreement, and has duly authorized by taken all necessary action on the part of the Custodian the to authorize its execution, delivery and performance of this Agreement; . (b) No consent or authorization of, filing with, or other act by or in respect of, any arbitrator or governmental authority and no consent of any other Person (including, without limitation, any stockholder or creditor of the Custodian) is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement. (c) This Agreement has been authorized and approved by all requisite corporate action on the part of the Custodian and, assuming when executed and delivered by the due authorization, execution Custodian and delivery thereof by the other parties theretohereto, constitutes a will constitute the legal, valid and binding obligation of the Custodian, enforceable against the Custodian in accordance with its terms; provided, except however, that (i) the enforceability thereof enforcement may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, receivership and moratorium or other similar laws relating to affecting creditors’ rights generally and by general principles of equity (ii) the remedy regardless of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution and delivery of this Agreement by the Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of whether enforcement is sought in equity or compliance with the terms thereof are in the ordinary course of business of the Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Custodian; and the Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Custodian’s ability to perform or meet any of its obligations under this Agreementat law). (d) No litigation is pending or, to the knowledge The Custodian has not executed any agreement or obligation inconsistent herewith or with any of the Custodian, threatened against the Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Custodian to perform any of its obligations under this Agreement in accordance with the terms thereoftransactions contemplated hereby. (e) No consentThe Custodian is independent from and unaffiliated with the Company and is a financial institution whose deposits or accounts are federally insured, approvalor is a subsidiary of such financial institution and is authorized under applicable law to perform custodial services such as the custodial services described herein. (f) By execution of this Agreement, authorization the Custodian, as set forth herein, warrants that it has no, and covenants that it will hold no, and not assert any, lien, claim, security interest, right of setoff or order adverse interest by way of security or otherwise, in any of the Mortgage Notes, Mortgages, Assignments of Mortgages or the Mortgage Loans and, as set forth herein, hereby waives and releases any such interest or right which it may have or acquire in or to any such Mortgage Notes, Mortgages, Assignments of Mortgages or Mortgage Loans. (g) The Custodian represents and warrants that it has no actual knowledge of the existence, except with respect to the Collateral Agent, of any court lien, claim, right of setoff or governmental agency adverse interest by way of security or body is required for otherwise, in any Mortgage Loan or Mortgage Notes, Mortgages or Assignments of Mortgages, and covenants that it will advise the execution, delivery and performance by the Custodian of, or compliance by the Custodian with, this Agreement or the consummation Collateral Agent immediately in writing if it becomes aware of the transactions contemplated thereby, or if existence of any such consentlien, approvalclaim, authorization right of setoff or order is required, the Custodian has obtained the sameadverse interest.

Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to the Depositorto, the Master Servicer, the Trust Administrator and the Trusteecovenants that, as of the Closing Date, or if so specified herein, as of the Cut-off Datedate hereof: (a) The Each of the Custodian and the Subcustodian is duly organized as a national banking association and is organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and satisfies the United States of America requirements for acting as a Fannie Mae/Freddie Mac custodian, and is duly authorized has full corporate power and qualified to transact any auxxxxxxy xx xxx xxx properties and all conduct its business contemplated by this Agreement to be conducted by the Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereofas currently conducted. (b) The Custodian has the full all requisite corporate power and authority to execute, deliver and perform, and to enter into and perform its obligations under this Custodial Agreement and to consummate the transactions contemplated hereby. The execution and delivery by the Custodian of this Custodial Agreement and has the consummation by the Custodian of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Custodian the execution, delivery Custodian. This Custodial Agreement has been duly and performance of this Agreement; validly executed and this Agreement, assuming the due authorization, execution and delivery thereof delivered by the other parties thereto, Custodian and constitutes a legal, valid and binding obligation of the Custodian, enforceable against the Custodian Custodian, in accordance with its terms, except that (i) the enforceability thereof may be limited by subject to bankruptcy, reorganization, insolvency, moratorium, receivership moratorium and other similar laws of general applicability relating to creditors’ or affecting creditors rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion general principles of the court before which any proceeding therefor may be broughtequity. (c) The Neither the execution and delivery by the Custodian of this Agreement Custodial Agreement, nor the consummation by the Custodian, the consummation Custodian of any other of the transactions contemplated by this Agreementhereby, and nor the fulfillment by the Custodian of or compliance with the terms thereof are in the ordinary course of business of the Custodian and hereof, will not (i) conflict with, or violate, result in a material breach of or constitute a material default (with or without notice or lapse of time, or both) under (i) any term or provision of the articles Certificate of incorporation Incorporation or byBy-laws of the Custodian, Custodian or (ii) materially conflict with, result in a material breach, violation any term or acceleration of, or result in a material default under, the terms provision of any indenture or other material agreement or instrument instrument, to which the Custodian is a party or by which it may be the Custodian is bound. The execution, delivery and performance of this Custodial Agreement by the Custodian or (iii) constitute a material violation of any statute, order or regulation applicable to the consummation by the Custodian of the transactions contemplated hereby will not require the authorization, consent or approval of any court, regulatory body, administrative governmental authority or agency or governmental body having jurisdiction over and regulating the activities of the Custodian. (d) The Custodian shall perform its obligations under this Custodial Agreement in accordance with the standards incorporated by Fannie Mae or Freddie Mac; and the Custodian is not shall at all times maintain xxxxxxte and cxxxxxxx records in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair connection with the Custodian’s ability to perform or meet any performance of its obligations under this Custodial Agreement. (d) No litigation is pending or, to the knowledge of the Custodian, threatened against the Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Custodian to perform any of its obligations under this Agreement in accordance with the terms thereof. (e) No consent, approval, authorization The Custodian does not use any Subservicers or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of, or compliance by the Custodian with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Custodian has obtained the sameSubcontractors.

Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to to, and agrees with the DepositorIndenture Trustee, the Master Servicer, the Trust Administrator MBIA and the TrusteeIssuer, as of the Closing Date, or if so specified herein, as of the Cut-off DateDate that: (a) The Custodian is duly organized as a national state banking association and under the laws of the Commonwealth of Virginia, is validly existing and existing, in good standing and has the corporate power and authority under the laws of the United States of America and is duly authorized and qualified to transact any and all conduct its business contemplated by this Agreement to be conducted by the Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereofas now conducted. (b) The Custodian has the full corporate power and authority to execute, deliver and perform, and under the laws of the United States of America to enter into and consummate the perform all transactions contemplated by this Agreement herein and has duly authorized by all necessary action on the part of the Custodian the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligation of the Custodian, enforceable against the Custodian in accordance with its terms, except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution and delivery of this Agreement by the Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Custodian; and the Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Custodian’s ability to perform or meet any of its obligations under this Agreement. (d) No litigation is pending or, to the knowledge of the Custodian, threatened against the Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Custodian to perform any of its obligations under this Agreement in accordance with the terms thereof. (e) No no consent, approval, authorization or order of any federal court or governmental agency or body governing or having jurisdiction with respect to the Custodian's custodial powers is required for the Custodian to enter into this Indenture and to perform its obligations hereunder. (c) The execution, delivery and performance by it of this Indenture (a) do not violate any provision of any law or regulation governing the banking or the custodial powers of the Custodian or any order, writ, judgment, or decree of any court, arbitrator, or governmental authority applicable to the Custodian or any of its assets, (b) do not violate any provision of its corporate charter or by-laws, or (c) do not violate any provision of, or compliance constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any of the property acquired by the Issuer pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking other than this Indenture to which it is a party. (d) This Indenture has been duly executed and delivered by the Custodian withand constitutes the legal, this Agreement or the consummation valid and binding agreement of the transactions contemplated therebyCustodian, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law. (e) Nothing has come to the Custodian's attention indicating that, with respect to the Loan Contracts and the Vehicles (i) there exist any adverse claims, lien, or if encumbrances against any such consentof the same; (ii) any Loan Contract was overdue or had been dishonored or subject to the circumstances described in ss. 3.304 of the Uniform Commercial Code as in effect in the State of New York, approval, authorization or order is required(iii) there exists any other defense against or claim to the Loan Contracts by any other person or entity. For purposes of this subsection (e), the Custodian has obtained shall not be deemed to have notice or knowledge of the same.foregoing matters unless a Responsible Officer assigned to and working in the Custodian's Corporate Trust Administration Department shall have actual knowledge thereof or written notice thereof is received by the Custodian in accordance herewith. ARTICLE XII

Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to the Class 1-A-3 Insurer, the Depositor, the Master Servicer, the Trust Administrator and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date: (a) The Custodian is duly organized as a national banking association and is validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereof. (b) The Custodian has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Custodian the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligation of the Custodian, enforceable against the Custodian in accordance with its terms, except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution and delivery of this Agreement by the Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Custodian; and the Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Custodian’s ability to perform or meet any of its obligations under this Agreement. (d) No litigation is pending or, to the knowledge of the Custodian, threatened against the Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Custodian to perform any of its obligations under this Agreement in accordance with the terms thereof. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of, or compliance by the Custodian with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Custodian has obtained the same.

Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to to, and covenants with the Depositor, the Master Servicer, the Trust Administrator Agent and the TrusteeBorrowers that on the date hereof, as and on the date of the Closing Date, or if so specified herein, as issuance of any Custodial Certification by the Cut-off DateCustodian: (a) The Custodian It is duly organized as (i) a national banking association association, duly organized and is validly existing and in good standing under the laws of the United States States, and (ii) duly qualified and in possession of America all requisite authority, power, licenses, permits and is duly authorized franchises in order to execute, deliver and qualified to transact any and all business contemplated by this Agreement to be conducted by the Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance comply with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereof.of this Custodial Agreement; (b) The Custodian has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Custodian the execution, delivery and performance of this Agreement; Custodial Agreement has been duly authorized by all necessary corporate action, and this Agreement, assuming the due authorization, execution and delivery thereof of this Custodial Agreement by it in the manner contemplated herein and the performance of and compliance with the terms hereof by it will not (i) violate, contravene or create a default under any applicable laws, licenses or permits, or (ii) violate, contravene or create a default under any charter document or bylaw of the Custodian or any contract, agreement, or instrument to which it or by which any of its property may be bound and will not result in the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its property; (c) No consent or authorization of, filing with, or other act by or in respect of, any arbitrator or governmental authority and no consent of any other Person (including, without limitation, any stockholder or creditor of the Custodian) is required in connection with the execution, delivery, performance, validity or enforceability of this Custodial Agreement; (d) This Custodial Agreement, when executed and delivered by the other parties theretoCustodian will constitute the valid, constitutes a legal, valid legal and binding obligation obligations of the Custodian, enforceable against the Custodian it in accordance with its terms, except that (i) as the enforceability thereof enforcement hereof may be limited by bankruptcy, insolvency, moratorium, receivership applicable debtor relief laws and other similar laws relating to creditors’ rights generally and (ii) the remedy that certain equitable remedies may not be available regardless of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.whether enforcement is sought in equity or at law; (ce) The execution and delivery of Custodian does not believe, nor does it have reason or cause to believe, that it cannot perform its obligations contained in this Agreement by the Custodian, the consummation of any other of the transactions contemplated by this Custodial Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Custodian and will not ; (if) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Custodian It is a party or by which it may be boundbank that shall have at all times an aggregate capital, or (iii) constitute a material violation surplus and undivided profits of any statute, order or regulation applicable to the Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Custodiannot less than $500,000; and the Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Custodian’s ability to perform or meet any of its obligations under this Agreement.and (dg) No There is no litigation is pending or, to the knowledge best of the Custodian's knowledge, threatened against the Custodian that which, if determined adversely to it, would materially and adversely affect the execution, delivery or enforceability of this Agreement Custodial Agreement, or any of the ability duties or obligations of the Custodian to perform any of its obligations under this Agreement in accordance with the terms thereof. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian ofhereunder, or compliance by which would have a material adverse effect on the Custodian with, this Agreement or the consummation financial condition of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Custodian has obtained the sameCustodian.

Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to the Depositorto, the Master Servicer, the Trust Administrator and the Trusteecovenants that, as of the Closing Date, or if so specified herein, as of the Cut-off Datedate hereof: (a) The Each of the Custodian and the Subcustodian is duly organized as a national banking association and is organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and satisfies the United States of America requirements for acting as a Fxxxxx Mxx/Freddie Mac custodian, and is duly authorized has full corporate power and qualified authority to transact any own its properties and all conduct its business contemplated by this Agreement to be conducted by the Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereofas currently conducted. (b) The Custodian has the full all requisite corporate power and authority to execute, deliver and perform, and to enter into and perform its obligations under this Custodial Agreement and to consummate the transactions contemplated hereby. The execution and delivery by the Custodian of this Custodial Agreement and has the consummation by the Custodian of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Custodian the execution, delivery Custodian. This Custodial Agreement has been duly and performance of this Agreement; validly executed and this Agreement, assuming the due authorization, execution and delivery thereof delivered by the other parties thereto, Custodian and constitutes a legal, valid and binding obligation of the Custodian, enforceable against the Custodian Custodian, in accordance with its terms, except that (i) the enforceability thereof may be limited by subject to bankruptcy, reorganization, insolvency, moratorium, receivership moratorium and other similar laws of general applicability relating to creditors’ or affecting creditors rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion general principles of the court before which any proceeding therefor may be broughtequity. (c) The Neither the execution and delivery by the Custodian of this Agreement Custodial Agreement, nor the consummation by the Custodian, the consummation Custodian of any other of the transactions contemplated by this Agreementhereby, and nor the fulfillment by the Custodian of or compliance with the terms thereof are in the ordinary course of business of the Custodian and hereof, will not (i) conflict with, or violate, result in a material breach of or constitute a material default (with or without notice or lapse of time, or both) under (i) any term or provision of the articles Certificate of incorporation Incorporation or byBy-laws of the Custodian, Custodian or (ii) materially conflict with, result in a material breach, violation any term or acceleration of, or result in a material default under, the terms provision of any indenture or other material agreement or instrument instrument, to which the Custodian is a party or by which it may be the Custodian is bound. The execution, delivery and performance of this Custodial Agreement by the Custodian or (iii) constitute a material violation of any statute, order or regulation applicable to the consummation by the Custodian of the transactions contemplated hereby will not require the authorization, consent or approval of any court, regulatory body, administrative governmental authority or agency or governmental body having jurisdiction over and regulating the activities of the Custodian. (d) The Custodian shall perform its obligations under this Custodial Agreement in accordance with the standards incorporated by Fxxxxx Mxx or Freddie Mac; and the Custodian is not shall at all times maintain accurate and complete records in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair connection with the Custodian’s ability to perform or meet any performance of its obligations under this Custodial Agreement. (d) No litigation is pending or, to the knowledge of the Custodian, threatened against the Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Custodian to perform any of its obligations under this Agreement in accordance with the terms thereof. (e) No consent, approval, authorization The Custodian does not use any Subservicers or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of, or compliance by the Custodian with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Custodian has obtained the sameSubcontractors.

Representations and Warranties of the Custodian. The Custodian hereby represents represents, warrants to, and warrants to covenants with Lender that on the Depositordate hereof, and on the Master Servicer, the Trust Administrator and the Trustee, as date of the Closing Date, or if so specified herein, as issuance of any Trust Receipt by the Cut-off DateCustodian: (a1) The Custodian is duly organized as (i) a national banking association and is duly organized, validly existing and in good standing under the laws of the United States of America and is (ii) duly authorized qualified and qualified to transact any in good standing and in possession of all business contemplated by this Agreement to be conducted by the Custodian requisite authority, power, licenses, permits and franchises in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereof. (b) The Custodian has the full power and authority order to execute, deliver and perform, and to enter into and consummate comply with its obligations under the transactions contemplated by terms of this Agreement and has duly authorized by all necessary action on the part of the Custodian the Agreement; (2) The execution, delivery and performance of this Agreement; Agreement have been duly authorized by all necessary corporate action and this Agreement, assuming the due authorization, execution and delivery thereof of this Agreement by the Custodian in the manner contemplated herein and the performance of and compliance with the terms hereof by it will not (i) violate, contravene or create a default under any applicable laws, licenses or permits to the best of its knowledge, or (ii) violate, contravene or create a default under any charter document or bylaw of the Custodian or to the best of the Custodian's knowledge any contract, agreement, or instrument to which the Custodian or by which any of its property may be bound and will not result in the creation of any lien, security interest or other parties theretocharge or encumbrance upon or with respect to any of its property; (3) The execution and delivery of this Agreement by the Custodian and the performance of and compliance with its obligations and covenants hereunder do not require the consent or approval of any governmental authority or, constitutes a legalif such consent or approval is required, valid it has been obtained; (4) This Agreement, and the original Trust Receipt issued hereunder, when executed and delivered by the Custodian will constitute valid, legal and binding obligation obligations of the Custodian, enforceable against the Custodian in accordance with its their respective terms, except that (i) as the enforceability enforcement thereof may be limited by bankruptcy, insolvency, moratorium, receivership applicable debtor relief laws and other similar laws relating to creditors’ rights generally and (ii) the remedy that certain equitable remedies may not be available regardless of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.whether enforcement is sought in equity or at law; (c5) The execution Custodian does not believe, nor does it have any reason or cause to believe, that it cannot perform each and delivery of every covenant contained in this Agreement by the Agreement; (6) To Custodian's knowledge after due inquiry, there is no litigation pending or threatened which, if determined adversely to Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of the Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Custodian; and the Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Custodian’s ability to perform or meet any of its obligations under this Agreement. (d) No litigation is pending or, to the knowledge of the Custodian, threatened against the Custodian that would materially and adversely affect the . execution, delivery or enforceability of this Agreement Agreement, or the ability any of the duties or obligations of Custodian to perform any thereunder, or which would have a material adverse effect on the financial condition of its obligations under this Agreement in accordance with the terms thereof.Custodian; (e7) No consentUpon written request of Lender or any Third Person, approvaland assurance reasonably satisfactory to Custodian that its costs of doing so will be timely reimbursed and that Custodian will receive reasonable compensation (in addition to the compensation provided for elsewhere in this Agreement) for doing so, authorization Custodian shall take such steps as may be reasonably requested by Lender or order of any court Third Person (consistent with Custodian's undertakings hereunder) to protect or governmental agency or body is required for maintain any interest in any real property securing the execution, delivery Pledged Loan owned by such owner and performance by the Custodian of, or compliance by the Custodian with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Custodian has obtained the sameinsurance applicable thereto.

Representations and Warranties of the Custodian. The Custodian Deutsche Bank, in its capacity as Custodian, hereby represents and warrants to the Depositor, the Master Servicer, the Trust Administrator Depositor and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date: (a) The Custodian is duly organized as a national banking association and is validly existing and in good standing under the laws of the United States its jurisdiction of America incorporation and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Custodian in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereof. (b) The Custodian has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Custodian the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligation of the Custodian, enforceable against the Custodian in accordance with its terms, except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution and delivery of this Agreement by the Custodian, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-by laws of the Custodian, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Custodian is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Custodian; and the Custodian is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Custodian’s ability to perform or meet any of its obligations under this Agreement. (d) No litigation is pending or, to the knowledge of the Custodian, threatened against the Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Custodian to perform any of its obligations under this Agreement in accordance with the terms thereof. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of, or compliance by the Custodian with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Custodian has obtained the same.