Common use of Acceptance by the Custodian of the Mortgage Loans Clause in Contracts

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, on the Closing Date, receipt by the Custodian of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”), and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall maintain possession of the related Mortgage Notes in the States of Minnesota, California, and Utah unless otherwise permitted by the Rating Agencies. In connection with the Closing Date, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Trustee an Initial Certification prior to the Closing Date, or, as the Depositor agrees on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodian File. Within 90 days after the Closing Date, the Custodian shall ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F are in its possession, and shall deliver to the Depositor, the Trustee, the Mortgage Loan Seller and the Servicer a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2), (3), (15), (18) and (22) of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the Custodian shall be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. The Custodian shall retain possession and custody of each Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time. The Mortgage Loan Seller shall deliver to the Servicer copies of all trailing documents required to be included in the Custodial File at the same time the original or certified copies thereof are delivered to the Custodian, including but not limited to such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents shall be delivered by the Mortgage Loan Seller at the Mortgage Loan Seller’s expense to the Servicer.

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, on the Closing Date, receipt by the Custodian of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”), and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall maintain possession of the related Mortgage Notes in the States of Minnesota, California, and Utah unless otherwise permitted by the Rating Agencies. In connection with the Closing Date, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor Depositor, the Securities Administrator and the Trustee an Initial Certification prior to the Closing Date, or, as the Depositor agrees on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodian File. Within 90 days after of the Closing Date, the Custodian shall ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F are in its possession, and shall deliver to the Depositor, the Securities Administrator, the Trustee, the Mortgage Loan Seller and the Servicer Servicers, a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2), (3), (15), (18) and (22) of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the Custodian shall be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. The Custodian shall retain possession and custody of each Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time. The Mortgage Loan Seller shall deliver to the Servicer copies of all trailing documents required to be included in the Custodial File at the same time the original or certified copies thereof are delivered to the Custodian, including but not limited to such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents shall be delivered by the Mortgage Loan Seller at the Mortgage Loan Seller’s expense to the Servicer.

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, on the Closing Date, receipt by the Custodian of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”), and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall maintain possession of the related Mortgage Notes in the States of Minnesota, California, and Utah unless otherwise permitted by the Rating Agencies. In connection with the Closing Date, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Trustee an Initial Certification prior to the Closing Date, or, as the Depositor agrees on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodian File. Within 90 days after the Closing Date, the Custodian shall ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F are in its possession, and shall deliver to the Depositor, the Trustee, the Mortgage Loan Seller Originator and the Servicer a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2), (3), (15), (18) and (22) of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the Custodian shall be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. The Custodian shall retain possession and custody of each Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time. The Mortgage Loan Seller Originator shall deliver to the Servicer copies of all trailing documents required to be included in the Custodial File at the same time the original or certified copies thereof are delivered to the Custodian, including but not limited to such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents shall be delivered by the Mortgage Loan Seller Originator at the Mortgage Loan SellerOriginator’s expense to the Servicer.

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, on the Closing Date, acknowledges receipt by the Custodian of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”)E, and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall acknowledges that it will maintain possession of the related Mortgage Notes in the States State of Minnesota, California, and Utah unless otherwise permitted by the Rating Agencies. In connection with Prior to and as a condition to the Closing DateClosing, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Trustee an Initial Certification prior to the Closing Date, or, or as the Depositor agrees to, on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodian Custodial File. Within 90 days after On the Closing Date, the Custodian shall ascertain that all documents identified required to be delivered to it are in its possession and shall deliver to the Document Certification and Exception Report Depositor an Initial Certification, in the form attached annexed hereto as Exhibit F are in its possessionE, and shall deliver to the Depositor, the Trustee, the Mortgage Loan Seller and the Servicer Depositor a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, within 90 days after the Closing Date (or, with respect to any Substitute Mortgage Loan, within 30 days after the receipt of the Mortgage File by the Custodian) to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by delivered to it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2), (34), (15)8), (189) (solely to the extent of the stated maturity date set forth on the Mortgage Note) and (2217) of the Data Tape Information Mortgage Loan Schedule respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. The Custodian shall retain possession and custody of each Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time. The Custodian shall notify the Trustee of any Mortgage Loan Seller shall deliver Loans that do not conform to the Servicer copies requirements of all trailing documents required Sections 2.01 and 2.02 hereof. The Trustee shall enforce the obligation of the Responsible Party to be included cure or repurchase Mortgage Loans that do not conform to the requirements of Sections 2.01 and 2.02 hereof as determined in the Custodial File at Custodian's review as required herein by notifying the same time Responsible Party to correct or cure such default. The Trustee shall also enforce the original obligation of the Responsible Party under the Master Seller's Warranties and Servicing Agreement, the Purchaser under the Purchaser Assignment Agreement and the Depositor under the Depositor Assignment Agreement to cure or certified copies thereof are delivered repurchase Mortgage Loans for which there is a defect or a breach of a representation or warranty thereunder of which a Responsible Officer of the Trustee has actual knowledge, by notifying the applicable party to correct or cure such default. If the Responsible Party or the Purchaser, as the case may be, fails or is unable to correct or cure the defect or breach within the period set forth in the applicable agreement, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable party to correct or cure, the Trustee shall notify such party to repurchase the Mortgage Loan. If, within ten (10) Business Days of receipt of such notice by such party, such party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the CustodianTrustee against the Responsible Party, including but not limited to such documents the Purchaser and the Depositor, as applicable, under this Trust Agreement, the title insurance policy Master Seller's Warranties and any other Mortgage Loan documents upon return Servicing Agreement, the Purchaser Assignment Agreement or the Depositor Assignment Agreement, as applicable, if the Trustee has received written notice from the public recording office. The documents shall be delivered by Depositor directing the Mortgage Loan Seller at the Mortgage Loan Seller’s expense Trustee to the Servicerpursue such remedies.

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, on the Closing each Delivery Date, receipt by the Custodian of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”)F, and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, on behalf of the Trustee, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall acknowledges that it will maintain possession of the related Mortgage Notes in the States State of Minnesota, California, and Utah unless otherwise permitted under this Agreement or by the Rating Agencies. In connection with the Closing Dateeach Delivery, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor Depositor, the Trustee, the Securities Administrator, the Backup Servicer, the Unaffiliated Seller and the Trustee Servicers an Initial Certification on or prior to the Closing Date, or, as the Depositor agrees on the Closing related Delivery Date, certifying receipt of a the related Mortgage Note Notes and Assignment Assignments of Mortgage for each related Mortgage Loan. The Custodian shall not be responsible to verify for verifying the validity, sufficiency or genuineness of any document in any Custodian Custodial File. Within 90 120 days after the Closing related Delivery Date, the Custodian shall ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F required to be reviewed by it are in its possession, and shall deliver to the Depositor, the Unaffiliated Seller, the Servicers, the Trustee, the Mortgage Loan Seller Backup Servicer and the Servicer Securities Administrator a Document Final Certification and Exception Report, in the form annexed hereto as Exhibit F, to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2) and (18) of the Mortgage Loan Schedule and items (1), (3), (15), (189) and (2217) of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement; and (v) upon receipt of the screen printouts specified in Section 2.01, with respect to each MERS Designated Loan, the Trustee, on behalf of the Trust Fund, is listed as the Investor of such MERS Designated Loan on the MERS System. Neither the Trustee nor the The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. Upon receipt of such Final Certification, if the Depositor or the Unaffiliated Seller determines that any noncompliance identified by the Custodian is a breach of a representation or warranty relating to such Mortgage Loan, such party shall give written notice to the Trustee and the Securities Administrator thereof. The Custodian shall retain possession and custody of each Custodial File in accordance with and subject to the terms and conditions set forth herein. The Each Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the applicable Servicer from time to time. The Mortgage Loan Seller shall deliver to the Servicer copies of all trailing documents required to be included in the Custodial File at the same time the original or certified copies thereof are delivered to the Custodian, including but not limited to such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents shall be delivered by the Mortgage Loan Seller at the Mortgage Loan Seller’s expense to the Servicer.

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, on the Closing Date, receipt by the Custodian of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”), and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall maintain possession of the related Mortgage Notes in the States of Minnesota, California, and Utah unless otherwise permitted by the Rating Agencies. In connection with the Closing Date, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Trustee an Initial Certification prior to the Closing Date, or, as the Depositor agrees on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodian File. Within 90 days after of the Closing Date, the Custodian shall ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F are in its possession, and shall deliver to the Depositor, the Trustee, the Mortgage Loan Seller and the Servicer Wxxxx Fargo, as Servicer, a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2), (3), (15), (18) and (22) of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the Custodian shall be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. The Custodian shall retain possession and custody of each Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time. The Mortgage Loan Seller shall deliver to the Servicer copies of all trailing documents required to be included in the Custodial File at the same time the original or certified copies thereof are delivered to the Custodian, including but not limited to such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents shall be delivered by the Mortgage Loan Seller at the Mortgage Loan Seller’s expense to the Servicer.

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, on the Closing each Delivery Date, receipt by the Custodian of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”)F, and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, on behalf of the Trustee, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall acknowledges that it will maintain possession of the related Mortgage Notes in the States State of Minnesota, California, and Utah unless otherwise permitted under this Agreement or by the Rating Agencies. In connection with the Closing Dateeach Delivery, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor and Depositor, the Trustee Trustee, the Unaffiliated Seller, the Servicer an Initial Certification on or prior to the Closing Date, or, as the Depositor agrees on the Closing related Delivery Date, certifying receipt of a the related Mortgage Note Notes and Assignment Assignments of Mortgage for each related Mortgage Loan. The Custodian shall not be responsible to verify for verifying the validity, sufficiency or genuineness of any document in any Custodian Custodial File. Within 90 120 days after the Closing related Delivery Date, the Custodian shall ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F required to be reviewed by it are in its possession, and shall deliver to the Depositor, the TrusteeUnaffiliated Seller, the Mortgage Loan Seller and Servicer, the Servicer Trustee a Document Final Certification and Exception Report, in the form annexed hereto as Exhibit F, to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2) and (18) of the Mortgage Loan Schedule and items (1), (3), (15), (189) and (2217) of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. Upon receipt of such Final Certification, if the Depositor, the Unaffiliated Seller determines that any noncompliance identified by the Custodian is a breach of a representation or warranty relating to such Mortgage Loan, such party shall give written notice to the Trustee thereof. The Custodian shall retain possession and custody of each Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time. The Mortgage Loan Seller shall deliver to the Servicer copies of all trailing documents required to be included in the Custodial File at the same time the original or certified copies thereof are delivered to the Custodian, including but not limited to such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents shall be delivered by the Mortgage Loan Seller at the Mortgage Loan Seller’s expense to the Servicer.

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, on the Closing Date, receipt by the Custodian of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”), and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall maintain possession of the related Mortgage Notes in the States of Minnesota, California, and Utah unless otherwise permitted by the Rating Agencies. In connection with the Closing Date, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor Depositor, the Securities Administrator, the Trustee and the Trustee Servicers an Initial Certification prior to the Closing Date, or, as the Depositor agrees on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodian File. Within 90 days after of the Closing Date, the Custodian shall ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F are in its possession, and shall deliver to the Depositor, the TrusteeSecurities Administrator, the Mortgage Loan Seller Trustee and the Servicer Servicers, a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1)Mortgage Loan identifying number, (2), (3), (15), (18) the state and (22) five-digit ZIP code of the Data Tape Information respecting such Mortgaged Property and the original principal balance of the Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the Custodian shall be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. The Custodian shall retain possession and custody of each Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time. The Mortgage Loan Seller shall deliver to the Servicer copies of all trailing documents required to be included in the Custodial File at the same time the original or certified copies thereof are delivered to the Custodian, including but not limited to such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents shall be delivered by the Mortgage Loan Seller at the Mortgage Loan Seller’s expense to the Servicer.

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, on the Closing Date, acknowledges receipt by the Custodian of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”)E, and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, 2.01 in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall acknowledges that it will maintain possession of the related Mortgage Notes in the States State of Minnesota, California, and Utah unless otherwise permitted by the Rating Agencies. In connection with Prior to and as a condition to the Closing DateClosing, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Trustee an Initial Certification prior to the Closing Date, or, or as the Depositor agrees to, on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodian Custodial File. Within 90 days after the Closing Date, the The Custodian shall ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F required to be delivered to it are in its possession, possession and shall deliver to the Depositor, the Trustee, the Mortgage Loan Seller and the Servicer a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, within 90 days after the Closing Date (or, with respect to any Substitute Mortgage Loan, within 30 days after the receipt of the Mortgage File by the Custodian) to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by delivered to it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2), (34), (15), (18) 8) and (229) (solely to the extent of the stated maturity date set forth on the Mortgage Note) of the Data Tape Information Mortgage Loan Schedule respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. The Custodian shall retain possession and custody of each Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time. The Custodian shall notify the Trustee of any Mortgage Loan Seller shall deliver Loans that do not conform to the Servicer copies requirements of all trailing documents required Sections 2.01 and 2.02 hereof by delivery of a copy of the Initial Certification and each Document Certification and Exceptions Report to be included the Trustee. The Trustee shall enforce the obligation of the Responsible Party to cure or repurchase Mortgage Loans that do not conform to the requirements of Sections 2.01 and 2.02 hereof as determined in the Custodial File at Custodian's review as required herein by notifying the same time Responsible Party to correct or cure such default. The Trustee shall also enforce the original obligation of the Responsible Party under the Master Seller's Warranties and Servicing Agreement, the Purchaser under the Purchaser Assignment Agreement and the Depositor under the Depositor Assignment Agreement to cure or certified copies thereof are delivered repurchase Mortgage Loans for which there is a defect or a breach of a representation or warranty thereunder of which a Responsible Officer of the Trustee has actual knowledge, by notifying the applicable party to correct or cure such default. If the Responsible Party or the Purchaser, as the case may be, fails or is unable to correct or cure the defect or breach within the period set forth in the applicable agreement, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable party to correct or cure, the Trustee shall notify such party to repurchase the Mortgage Loan. If, within ten (10) Business Days of receipt of such notice by such party, such party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the CustodianTrustee against the Responsible Party, including but not limited to such documents the Purchaser and the Depositor, as applicable, under this Trust Agreement, the title insurance policy Master Seller's Warranties and any other Mortgage Loan documents upon return Servicing Agreement, the Purchaser Assignment Agreement or the Depositor Assignment Agreement, as applicable, if the Trustee has received written notice from the public recording office. The documents shall be delivered by Depositor directing the Mortgage Loan Seller at the Mortgage Loan Seller’s expense Trustee to the Servicerpursue such remedies.

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, on the Closing Date, receipt by the Custodian of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”), and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall maintain possession of the related Mortgage Notes in the States of Minnesota, California, and Utah unless otherwise permitted by the Rating Agencies. In connection with the Closing Date, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor Depositor, the Securities Administrator, the Trustee and the Trustee Servicers an Initial Certification prior to the Closing Date, or, as the Depositor agrees on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodian File. Within 90 days after of the Closing Date, the Custodian shall ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F are in its possession, and shall deliver to the Depositor, the TrusteeSecurities Administrator, the Mortgage Loan Seller Trustee and the Servicer Servicers, a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2), (3), (15), (18) and (22) of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the Custodian shall be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. The Custodian shall retain possession and custody of each Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time. The Mortgage Loan Seller shall deliver to the Servicer copies of all trailing documents required to be included in the Custodial File at the same time the original or certified copies thereof are delivered to the Custodian, including but not limited to such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents shall be delivered by the Mortgage Loan Seller at the Mortgage Loan Seller’s expense to the Servicer.

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, on Subject to the Closing Date, receipt by the Custodian provisions of the documents identified in following paragraph, the Initial Certification in Custodian, as agent for the form annexed hereto as Exhibit E (“Initial Certification”)Trustee, and declares that it holds and will hold such the documents referred to in Section 2.01 and the other documents delivered to it pursuant to Section 2.01constituting the Mortgage Files, and that it holds or will hold such other assets as are included in the Trust FundEstate delivered to it, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall maintain possession Upon execution and delivery of the related Mortgage Notes in the States of Minnesota, California, and Utah unless otherwise permitted by the Rating Agencies. In connection with the Closing Datethis document, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor Depositor, the Trustee and the Trustee an Initial Certification prior to the Closing Date, or, as the Depositor agrees on the Closing Date, certifying receipt of Servicer a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodian File. Within 90 days after the Closing Date, the Custodian shall ascertain that all documents identified in the Document Certification and Exception Report certification in the form attached hereto as Exhibit F are M hereto (the "Initial Certification") to the effect that, except as may be specified in a list of exceptions attached thereto, it has received the original Mortgage Note relating to each of the Mortgage Loans listed on the Mortgage Loan Schedule. Within 90 days after the execution and delivery of this Agreement, the Custodian shall review, on behalf of the Trustee, the Mortgage Files in its possession, and shall deliver to the Depositor, the Trustee, the Mortgage Loan Seller Trustee and the Servicer a Document Certification and Exception Report, certification in the form annexed attached hereto as Exhibit F, N (the "Final Certification") to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than Schedule, except as may be specified in a list of exceptions attached to such Final Certification, such Mortgage File contains all of the items required to be delivered pursuant to Section 2.01(b). In performing any such review, the Custodian may conclusively rely on the purported genuineness of any such document and any signature thereon. If, in the course of such review, the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01 or is omitted from such Mortgage File or if the Depositor, the Servicer, the Custodian or the Trustee discovers a breach by the Sponsor or the Depositor of any representation, warranty or covenant under the Mortgage Loan Purchase Agreement or this Agreement, as the case may be, in respect of any Mortgage Loan paid and such breach materially adversely affects the interest of the Certificateholders in full or any the related Mortgage Loan specifically identified (provided that any such breach that causes the Mortgage Loan not to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code shall be deemed to materially and adversely affect the interests of the Certificateholders), then such party shall promptly so notify the Servicer, the Sponsor, the Trustee and the Depositor of such failure to meet the requirements of Section 2.01 or of such breach and request that the Sponsor or the Depositor, as applicable, deliver such missing documentation or cure such defect or breach within 90 days of its discovery or its receipt of notice of any such failure to meet the requirements of Section 2.01 or of such breach. If the Trustee receives written notice that the Depositor or the Sponsor, as the case may be, has not delivered such missing document or cured such defect or breach in all material respects during such certification period, the Trustee, on behalf of the Trust, shall enforce the Sponsor's or the Depositor's obligation, as the case may be, under the Mortgage Loan Purchase Agreement or this Agreement and cause the Depositor or the Sponsor to either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth below or (b) purchase such Mortgage Loan from the Trust at the Purchase Price for such Mortgage Loan. Notwithstanding any contrary provision of this Agreement, no substitution pursuant to this Section 2.02 shall be made more than 90 days after the Closing Date unless the Depositor or the Sponsor, as the case may be, delivers to the Trustee an exception and Opinion of Counsel, which Opinion of Counsel shall not covered by be at the expense of any of the Trustee or the Trust Estate, addressed to the Trustee, to the effect that such certification): substitution will not (i) result in the imposition of the tax on "prohibited transactions" on any REMIC created hereunder or contributions after the Start-up Day, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding. It is understood that the scope of the Custodian's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.01 have been received and further confirming that any and all documents delivered pursuant to Section 2.01 appear on their face to have been executed and relate to the applicable Mortgage Loans identified in the Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such related Mortgage Loan; (iii) Loan Schedule based on its examination and only as to solely upon the foregoing documents, the information set forth in review of items (1), (2), (3), (15), (18i) and (22xi) in the definition of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this AgreementSchedule. Neither the Trustee nor the any Custodian shall be responsible to verify have any responsibility for determining whether any document is valid and binding, whether the validity, sufficiency or genuineness text of any assignment or endorsement is in proper or recordable form, whether any document in any Custodial File. The Custodian shall retain possession and custody of each Custodial File has been recorded in accordance with and subject to the terms and conditions set forth hereinrequirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. The If the Trustee receives written notice from the Depositor or the Servicer shall promptly deliver to of a breach of any representation or warranty of the Custodian, upon Depositor or the execution or receipt thereofSponsor, the originals of such other documents or instruments constituting the Custodial File as come into the possession Trustee, on behalf of the Servicer from time to time. The Mortgage Loan Seller Trust, shall deliver to enforce the Servicer copies rights of all trailing documents required to be included in the Custodial File at the same time the original or certified copies thereof are delivered to the Custodian, including but not limited to such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents shall be delivered by Trust under the Mortgage Loan Seller at Purchase Agreement and this Agreement for the benefit of the Certificateholders. In addition, if the Trustee receives written notice from the Depositor, the Servicer or the Sponsor of a breach of a representation with respect to a Mortgage Loan set forth in clauses (f), (nn) or (oo) of paragraph 3 of the Mortgage Loan Seller’s expense to Purchase Agreement that occurs as a result of a violation of a predatory or abusive lending law, the Servicer.Trustee, on behalf of the Trust,

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, on the Closing each Delivery Date, receipt by the Custodian of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”)F, and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, on behalf of the Trustee, in trust for the exclusive use and benefit of all present and future CertificateholdersCertificateholders and the Certificate Insurer. The Custodian shall acknowledges that it will maintain possession of the related Mortgage Notes in the States State of Minnesota, California, and Utah unless otherwise permitted under this Agreement or by the Rating AgenciesAgencies and the Certificate Insurer. In connection with the Closing Dateeach Delivery, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor Depositor, the Trustee, the Unaffiliated Seller, the Servicer and the Trustee Certificate Insurer an Initial Certification on or prior to the Closing Date, or, as the Depositor agrees on the Closing related Delivery Date, certifying receipt of a the related Mortgage Note Notes and Assignment Assignments of Mortgage for each related Mortgage Loan. The Custodian shall not be responsible to verify for verifying the validity, sufficiency or genuineness of any document in any Custodian Custodial File. Within 90 120 days after the Closing related Delivery Date, the Custodian shall ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F required to be reviewed by it are in its possession, and shall deliver to the Depositor, the TrusteeUnaffiliated Seller, the Mortgage Loan Seller Servicer, the Trustee and the Servicer Certificate Insurer a Document Final Certification and Exception Report, in the form annexed hereto as Exhibit F, to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2) and (18) of the Mortgage Loan Schedule and items (1), (3), (15), (189) and (2217) of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement; and (v) with respect to each MERS Designated Loan, the Trustee, on behalf of the Trust Fund, is listed as the Investor of such MERS Designaged Loan on the MERS System. Neither the Trustee nor the The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. Upon receipt of such Final Certification, if the Depositor, the Unaffiliated Seller or the Certificate Insurer determines that any noncompliance identified by the Custodian is a breach of a representation or warranty relating to such Mortgage Loan, such party shall give written notice to the Trustee thereof. The Custodian shall retain possession and custody of each Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time. The Mortgage Loan Seller shall deliver to the Servicer copies of all trailing documents required to be included in the Custodial File at the same time the original or certified copies thereof are delivered to the Custodian, including but not limited to such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents shall be delivered by the Mortgage Loan Seller at the Mortgage Loan Seller’s expense to the Servicer.

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, acknowledge on the Closing Date, Date receipt by the Custodian of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”)E, and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future CertificateholdersCertificateholders in accordance with this Trust Agreement. The Custodian shall acknowledges that it will maintain possession of the related Mortgage Notes in the States of Minnesota, California, Minnesota or Salt Lake City, Utah. Prior to and Utah unless otherwise permitted by the Rating Agencies. In connection with as a condition to the Closing Date, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Trustee an Initial Certification prior to the Closing DateCertification, or, or as the Depositor agrees to, on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodian Custodial File. Within 90 days after the Closing Date, the The Custodian shall ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F are in its possession, and shall deliver to the Trustee, the Depositor, the Trustee, Servicer and the Mortgage Original Loan Seller and the Servicer a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, within 90 days after the Closing Date to the effect that, as to each applicable Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by delivered to it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2), (3)8), (15), (1832) and (2234) of the Data Tape Information Mortgage Loan Schedule respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the Custodian shall be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. The Custodian shall retain possession and custody of each applicable Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the such Servicer from time to time. The Trustee shall enforce the obligation of the Original Loan Seller to cure or repurchase Mortgage Loans that do not conform to the requirements of Sections 2.01 and 2.02 as determined in the Custodian's review as required herein by notifying the Original Loan Seller to correct or cure such default. If the Original Loan Seller fails or is unable to correct or cure the defect or breach within the period set forth in the applicable agreement, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable party to correct or cure, the Trustee, upon receipt of written notice from the Custodian, shall notify the Depositor and the Depositor will cause the Original Loan Seller to repurchase the Mortgage Loan. The Trustee shall enforce the obligation of the Original Loan Seller under the Wells Fargo Sale and Servicing Agreement to cure or repurchase Mortgage Xxxxs for which there is a defect or a breach of a representation or warranty thereunder of which a Responsible Officer of the Trustee has received written notice, by notifying the applicable party to correct or cure such default. If, within ten (10) Business Days of receipt of such notice by such party, such party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee, on behalf of the Trust, against the Servicer, the Original Loan Seller and the Purchaser, as applicable, under this Agreement, the Wells Fargo Sale and Servicing Agreement or the Wells Fargo Sale and Sexxxxxng Agreement, as the case may be, if the Trxxxxx has received written notice from the Depositor directing the Trustee to pursue such remedies. The Trustee will be reimbursed by the Trust for all costs and expenses incurred by it in enforcing such legal remedies. In the event that a Mortgage Loan Seller shall deliver have been repurchased pursuant to the Wells Fargo Sale and Servicing Agreement or the Representation Letter, x Xxxuest for Release substantially in form and substance of Exhibit D hereto, shall be delivered to the Custodian and the Custodian shall release within two Business Days the related Custodial File to such Person as directed in writing by the Servicer or the Depositor. Upon the payment in full of any Mortgage Loan, or upon the receipt by the Servicer of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Servicer will notify the Trustee and the Custodian in the manner specified in the Wells Fargo Sale and Servicing Agreement and shall request delivery to xx xx the Custodial File by submitting a Request for Release, which Request for Release may be in an electronic format in a form acceptable to the Custodian. Upon receipt of such certification and Request for Release, the Custodian shall promptly release the related Custodial File to the Servicer copies within two (2) Business Days. From time to time and as appropriate for the servicing or foreclosure of all trailing documents required any Mortgage Loan, including, for this purpose, collection under any insurance policy relating to be included the Mortgage Loans, the Custodian shall, upon request of the Servicer and delivery to, and receipt by, the Custodian of a Request for Release in the Custodial File at manner specified in the same time the original or certified copies thereof are delivered Wells Fargo Sale and Servicing Agreement which Request for Release may xx xx an electronic format in a form acceptable to the Custodian, including but not limited release the related Custodial File to the Servicer within three (3) Business Days from the receipt of the applicable Request for Release, and the Trustee shall, at the direction of such Servicer (which may be by a Request for Release), execute such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents shall be delivered by the Mortgage Loan Seller at the Mortgage Loan Seller’s expense necessary to the Servicerprosecution of any such proceedings.

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, on the Closing Date, receipt by the Custodian of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”), and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall maintain possession of the related Mortgage Notes in the States of Minnesota, California, and Utah unless otherwise permitted by the Rating Agencies. In connection with the Closing Date, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor Depositor, the Securities Administrator and the Trustee Trustee, an Initial Certification prior to the Closing Date, or, as the Depositor agrees on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodian File. Within 90 days after of the Closing Date, the Custodian shall ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F are in its possession, and shall deliver to the Depositor, the TrusteeSecurities Administrator, the Mortgage Loan Seller Trustee and the Servicer Servicer, a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2), (3), (15), (18) and (22) of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the Custodian shall be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. The Custodian shall retain possession and custody of each Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time. The Mortgage Loan Seller Originator shall deliver to the Servicer copies of all trailing documents required to be included in the Custodial File at the same time the original or certified copies thereof are delivered to the Custodian, including but not limited to such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents shall be delivered by the Mortgage Loan Seller Originator at the Mortgage Loan SellerOriginator’s expense to the Servicer.

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, acknowledge on the Closing Date, Date receipt by it on behalf of the Custodian Trustee of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E (“"Initial Certification”"), and declares shall declare that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall maintain possession of the related Mortgage Notes in the States State of Minnesota, California, and Utah unless otherwise permitted by the Rating Agencies. In connection with Prior to and as a condition to the Closing Dateclosing, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Trustee an Initial Certification prior to the Closing Date, or, as the Depositor agrees on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage LoanLoan as provided below. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodian Custodial File. Within 90 days after On the Closing Date, the Custodian shall ascertain that all documents identified required to be reviewed by it are in its possession and shall deliver to the Document Certification Depositor, the Servicer, the Trustee, the Securities Administrator and Exception Report the Master Servicer an Initial Certification, in the form attached annexed hereto as Exhibit F are in its possessionE, and shall deliver to the Depositor, the Servicer, the Trustee, the Mortgage Loan Seller Securities Administrator and the Master Servicer a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, within 90 days after the Closing Date to the effect that, as to each applicable Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2), (3)8), (15), (1832) and (2234) of the Data Tape Information Mortgage Loan Schedule respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. The Custodian shall retain possession and custody of each applicable Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time. The Mortgage Trustee shall enforce the obligation of the Original Loan Seller to cure or repurchase Mortgage Loans that do not conform to the requirements of Sections 2.01 and 2.02 as determined in the Custodian's review as required herein by notifying the Original Loan Seller to correct or cure such default. The Trustee shall deliver also enforce the obligation of the Original Loan Seller under the IndyMac Purchase Agreement to cure or repurchase Mortgage Loans for which there is a defect or a breach of a representation or warranty thereunder of which a Responsible Officer of the Trustee has actual knowledge, by notifying the applicable party to correct or cure such default. If the Servicer or the Original Loan Seller, as the case may be, fails or is unable to correct or cure the defect or breach within the period set forth in the applicable agreement, upon receipt of actual knowledge of such failure the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable party to correct or cure, the Trustee shall notify the Depositor and the Depositor will cause the Original Loan Seller to repurchase the Mortgage Loan. If, within ten (10) Business Days of receipt of such notice by such party, such party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee, on behalf of the Trust, against the Servicer, the Original Loan Seller and the Purchaser, as applicable, under this Agreement, the IndyMac Purchase Agreement or the IndyMac Servicing Agreement, as applicable, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. The Trustee will be reimbursed by the Trust for all costs and expenses incurred by it in enforcing such legal remedies. Upon receipt of an executed Request for Release (which Request for Release shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 3.10 have been or will be so deposited) signed by an officer of the Master Servicer or the Servicer, as applicable, the Custodian shall promptly release the related Custodial File to the Master Servicer or the Servicer, as applicable, within three (3) Business Days. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account unless such expenses constitute Servicing Advances. In addition, for purposes of servicing the Mortgage Loans, upon receipt of any executed Request for Release signed by an officer of the Servicer, the Custodian shall promptly release the related Custodial File to the Servicer copies of all trailing documents required within three (3) Business Days (or with respect to be included in the any Request for Release that relates to more than 100 Custodial File at the same time the original or certified copies thereof are delivered to the CustodianFiles, including but not limited to such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents shall be delivered by the Mortgage Loan Seller at the Mortgage Loan Seller’s expense to the Servicerfive (5) Business Days).

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, on the Closing each Delivery Date, receipt by the Custodian of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”)F, and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, on behalf of the Trustee, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall acknowledges that it will maintain possession of the related Mortgage Notes in the States State of Minnesota, California, and Utah unless otherwise permitted under this Agreement or by the Rating Agencies. In connection with the Closing each Delivery Date, the Custodian shall deliver or cause to be required to deliver delivered via facsimile (with or original to follow the next Business Day) to Depositor, the Depositor Trustee, the Securities Administrator, the Unaffiliated Seller and the Trustee Servicer an Initial Certification on or prior to the Closing Date, or, as the Depositor agrees on the Closing related Delivery Date, certifying receipt of a the related Mortgage Note Notes and Assignment Assignments of Mortgage for each related Mortgage Loan. The Custodian shall not be responsible to verify for verifying the validity, sufficiency or genuineness of any document in any Custodian Custodial File. Within 90 120 days after the Closing related Delivery Date, the Custodian shall ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F required to be reviewed by it are in its possession, and shall deliver to the Depositor, the TrusteeUnaffiliated Seller, the Mortgage Loan Seller Servicer, the Trustee and the Servicer Securities Administrator a Document Final Certification and Exception Report, in the form annexed hereto as Exhibit F, to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2) and (18) of the Mortgage Loan Schedule and items (1), (3), (15), (189) and (2217) of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement; and (v) upon receipt of the screen printouts specified in Section 2.01, with respect to each MERS Designated Loan, the Trustee, on behalf of the Trust Fund, is listed as the Investor of such MERS Designated Loan on the MERS System. Neither the Trustee nor the The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. Upon receipt of such Final Certification, if the Depositor or the Unaffiliated Seller determines that any noncompliance identified by the Custodian is a breach of a representation or warranty relating to such Mortgage Loan, such party shall give written notice to the Trustee and the Securities Administrator thereof. The Custodian shall retain possession and custody of each Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time. The Mortgage Loan Seller shall deliver to the Servicer copies of all trailing documents required to be included in the Custodial File at the same time the original or certified copies thereof are delivered to the Custodian, including but not limited to such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents shall be delivered by the Mortgage Loan Seller at the Mortgage Loan Seller’s expense to the Servicer.

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, on the Closing Date, acknowledges receipt by the Custodian of the documents identified in the Initial Certification Certification, subject to any exceptions listed on the exception report attached thereto, in the form annexed hereto as Exhibit E (“Initial Certification”)E, and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall Deutsche Bank, as Custodian, acknowledges that it will maintain possession of the related Mortgage Notes in the States State of Minnesota, California, and Utah unless otherwise permitted by the Rating Agencies. In connection with Prior to and as a condition to the Closing DateClosing, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Trustee an Initial Certification prior to the Closing Date, or, or as the Depositor agrees to, on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage Mortgage, subject to any exceptions listed on the exception report attached thereto, for each Mortgage Loan. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodian Custodial File. Within 90 days after On the Closing Date, the Custodian shall ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F required to be delivered to it are in its possession, subject to any exceptions listed on the exception report attached thereto, and shall deliver to the DepositorDepositor an Initial Certification, in the Trusteeform annexed hereto as Exhibit E, and shall deliver to the Mortgage Loan Seller and the Servicer Depositor a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, within 90 days after the Closing Date to the effect that, as to each applicable Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by delivered to it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1)2, (2)8, (3)33, (15), (18) and (22) 34 of the Data Tape Information Mortgage Loan Schedule respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. The Custodian shall retain possession and custody of each applicable Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time. The Custodian shall notify the Trustee of any Mortgage Loan Seller Loans that do not conform to such requirements of Sections 2.01 and 2.02 hereof. The Trustee shall deliver enforce the obligation of the Responsible Parties to cure or repurchase Mortgage Loans that do not conform to such requirements as determined in the Custodian's review as required herein. The Trustee shall also enforce the obligation of the Responsible Parties under the Sale Agreements, and the Servicing Agreements and of the Purchaser under the Step 1 Assignment Agreements to cure or repurchase Mortgage Loans for which there is a defect or a breach of a representation or warranty thereunder of which a Responsible Officer of the Trustee has actual knowledge, by notifying the applicable party to correct or cure such default. If any Servicer, any Responsible Party or the Purchaser, as the case may be, fails or is unable to correct or cure the defect or breach within the period set forth in the applicable agreement, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable party to correct or cure, the Trustee shall notify such party to repurchase the Mortgage Loan. If, within ten (10) Business Days of receipt of such notice by such party, such party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Servicer copies of all trailing documents required to be included in Trustee against the Custodial File at Servicers, the same time Responsible Parties and the original or certified copies thereof are delivered to Purchaser, as applicable, under this Agreement, if the Custodian, including but not limited to such documents as the title insurance policy and any other Mortgage Loan documents upon return Trustee has received written notice from the public recording office. The documents shall be delivered by Depositor directing the Mortgage Loan Seller at the Mortgage Loan Seller’s expense Trustee to the Servicerpursue such remedies.

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, on the Closing Date, receipt by the Custodian of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”), and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall maintain possession of the related Mortgage Notes in the States State of Minnesota, [California, and Utah ] unless otherwise permitted by the Rating Agencies. In connection with the Closing Date, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Trustee an Initial Certification prior to the Closing Date, or, as the Depositor agrees on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodian File. Within 90 days after the Closing Date, the Custodian shall ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F are in its possession, and shall deliver to the Depositor, the Trustee, the Mortgage Loan Seller and the Servicer a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2), (3), (15), (18) and (22) of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the Custodian shall be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. The Custodian shall retain possession and custody of each Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time. The Mortgage Loan Seller shall deliver to the Servicer copies of all trailing documents required to be included in the Custodial File at the same time the original or certified copies thereof are delivered to the Custodian, including but not limited to such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents shall be delivered by the Mortgage Loan Seller at the Mortgage Loan Seller’s expense to the Servicer.

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, acknowledge on the Closing Date, Date receipt by the Custodian of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”)E, and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall acknowledges that it will maintain possession of the related Mortgage Notes in the States of Minnesota, California, Minnesota or Salt Lake City, Utah. Prior to and Utah unless otherwise permitted by the Rating Agencies. In connection with as a condition to the Closing Date, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Trustee an Initial Certification prior to the Closing Date, or, or as the Depositor agrees to, on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodian Custodial File. Within 90 days after On the Closing Date, the Custodian shall ascertain that all documents identified required to be delivered to it are in its possession and shall deliver to the Document Certification and Exception Report Depositor an Initial Certification, in the form attached annexed hereto as Exhibit F are in its possessionE, and shall deliver to the Depositor, the Trustee, the Mortgage Loan Seller and the Servicer Depositor a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, within 90 days after the Closing Date to the effect that, as to each applicable Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by delivered to it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2), (3)8), (15), (1832) and (2234) of the Data Tape Information Mortgage Loan Schedule respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. The Custodian shall retain possession and custody of each applicable Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time. The Mortgage Trustee shall enforce the obligation of the Original Loan Seller to cure or repurchase Mortgage Loans that do not conform to the requirements of Sections 2.01 and 2.02 as determined in the Custodian's review as required herein by notifying the Original Loan Seller to correct or cure such default. The Trustee shall deliver also enforce the obligation of the Original Loan Seller under the Countrywide Purchase Agreement to cure or repurchase Mortgage Loans for which there is a defect or a breach of a representation or warranty thereunder of which a Responsible Officer of the Trustee has actual knowledge, by notifying the applicable party to correct or cure such default. If the Servicer or the Original Loan Seller, as the case may be, fails or is unable to correct or cure the defect or breach within the period set forth in the applicable agreement, upon receipt of actual knowledge of such failure the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable party to correct or cure, the Trustee shall notify the Depositor and the Depositor will cause the Original Loan Seller to repurchase the Mortgage Loan. If, within ten (10) Business Days of receipt of such notice by such party, such party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee, on behalf of the Trust, against the Servicer, the Original Loan Seller and the Purchaser, as applicable, under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. The Trustee will be reimbursed by the Trust for all costs and expenses incurred by it in enforcing such legal remedies. Upon receipt of a Form of Request of Release (which Request of Release shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 3.10 have been or will be so deposited) signed by an officer of the Servicer, the Custodian shall promptly release the related Custodial File to the Servicer copies within two (2) Business Days. No expenses incurred in connection with any instrument of all trailing documents required to satisfaction or deed of reconveyance shall be included in the Custodial File at the same time the original or certified copies thereof are delivered chargeable to the Custodian, including but not limited to Collection Account unless such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents shall be delivered by the Mortgage Loan Seller at the Mortgage Loan Seller’s expense to the Servicerexpenses constitute Servicing Advances.

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledgeSubject to the provisions of the following paragraph, on the Closing DateTrustee declares that it, receipt by or the Custodian of as its agent, will hold the documents identified referred to in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”), and declares that it holds and will hold such documents Section 2.01 and the other documents delivered to it pursuant to Section 2.01constituting the Mortgage Files, and that it holds or will hold such other assets as are included in the Trust FundEstate, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall maintain possession Upon execution and delivery of the related Mortgage Notes in the States of Minnesota, California, and Utah unless otherwise permitted by the Rating Agencies. In connection with the Closing Datethis document, the Custodian shall be required to will deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Trustee an initial certification in the form of Exhibit M hereto (the "Initial Certification prior Certification") to the Closing Dateeffect that, orexcept as may be specified in a list of exceptions attached thereto, as it has received the Depositor agrees original Mortgage Note relating to each of the Mortgage Loans listed on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodian FileLoan Schedule. Within 90 days after the Closing Dateexecution and delivery of this Agreement, the Custodian shall ascertain that all documents identified in Custodian, on behalf of the Document Certification and Exception Report in Trustee, will review the form attached hereto as Exhibit F are Mortgage Files in its possession, and shall deliver will deliver, no later than 30 days after completion of such review, to the Depositor, the Trustee, the Mortgage Loan Seller Depositor and the Servicer Trustee a Document Certification and Exception Report, certification in the form annexed of Exhibit N hereto as Exhibit F, (the ("Final Certification") to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule Schedule, except as may be specified in a list of exceptions attached to such Final Certification, such Mortgage File contains all of the items required to be delivered pursuant to Section 2.01(b). If, in the course of such review, the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01 or is omitted from such Mortgage File, the Custodian shall promptly (other and in no event more than 30 days after completion of the review) notify the Trustee and the Trustee shall promptly so notify the Master Servicer and the Depositor, or shall cause the Custodian to promptly so notify the Master Servicer and the Depositor. In performing any such review, the Custodian may conclusively rely on the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Custodian's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.01 have been received and further confirming that any and all documents delivered pursuant to Section 2.01 appear on their face to have been executed and relate to the Mortgage Loans identified in the Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): Schedule based solely upon the review of items (i) all documents identified and (xi) in the Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2), (3), (15), (18) and (22) definition of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this AgreementSchedule. Neither the Trustee nor the Custodian shall be responsible to verify have any responsibility for determining whether any document is valid and binding, whether the validity, sufficiency or genuineness text of any assignment or endorsement is in proper or recordable form, whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any Custodial Fileapplicable jurisdiction. The Depositor hereby covenants and agrees that it will promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the Depositor does not correct or cure such defect within such period, the Depositor will either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth below or (b) purchase such Mortgage Loan from the Trustee at the Purchase Price for such Mortgage Loan; provided, however, that in no event shall such a substitution occur more than two years from the Closing Date; provided, further, that such substitution or repurchase shall occur within 90 days of when such defect was discovered if such defect will cause the Mortgage Loan not to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code. With respect to each Substitute Mortgage Loan the Depositor shall deliver to the Custodian on behalf of the Trustee, for the benefit of the Certificateholders, the Mortgage Note, the Mortgage, the related Assignment of Mortgage (except for any Mortgage which has been recorded in the name of MERS or its designee), and such other documents and agreements as are otherwise required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No substitution is permitted to be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to any such Substitute Mortgage Loan in the month of substitution shall not be part of the Trust Estate and will be retained by the Depositor. For the month of substitution, distributions to Certificateholders will include the Monthly Payment due for such month on any Defective Mortgage Loan for which the Depositor has substituted a Substitute Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of each Mortgage Loan that has become a Defective Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and the Master Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee and the Custodian. Upon such substitution, each Substitute Mortgage Loan shall be subject to the terms of this Agreement in all respects, and the Depositor shall be deemed to have made to the Trustee with respect to such Substitute Mortgage Loan, as of the date of substitution, the representations and warranties made pursuant to Section 2.04(a) and (b). Upon any such substitution and the deposit to the Investment Account of any required Substitution Adjustment Amount (as described in the next paragraph) and receipt of a Request for Release, the Custodian shall release the Mortgage File relating to such Defective Mortgage Loan to the Depositor and shall execute and deliver at the Depositor's direction such instruments of transfer or assignment prepared by the Depositor, in each case without recourse, as shall be necessary to vest title in the Depositor, or its designee, to the Trustee's interest in any Defective Mortgage Loan substituted for pursuant to this Section 2.02. For any month in which the Depositor substitutes one or more Substitute Mortgage Loans for one or more Defective Mortgage Loans, the amount (if any) by which the aggregate principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all such Defective Mortgage Loans (after application of the principal portion of the Monthly Payments due in the month of substitution) (the "Substitution Adjustment Amount") plus an amount equal to the aggregate of any unreimbursed Advances with respect to such Defective Mortgage Loans shall be deposited into the Certificate Account by the Depositor on or before the Remittance Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan is required to be purchased or replaced hereunder. The Trustee shall cause the Custodian to retain possession and custody of each Custodial Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Custodian, on behalf of the Trustee, upon the execution or or, in the case of documents requiring recording, receipt thereof, the originals of such other documents or instruments constituting the Custodial Mortgage File as come into the Master Servicer's possession of the Servicer from time to time. The It is understood and agreed that the obligation of the Depositor to substitute for or to purchase any Mortgage Loan Seller which does not meet the requirements of Section 2.01 shall deliver constitute the sole remedy respecting such defect available to the Servicer copies of all trailing documents required to be included in Trustee and any Certificateholder against the Custodial File at Depositor. Neither the same time the original or certified copies thereof are delivered to Trustee nor the Custodian, including but not limited to such documents as on behalf of the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents Trustee, shall be delivered by under any duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face or (ii) to determine whether any Mortgage Loan Seller at File should include any of the Mortgage Loan Seller’s expense to the Servicerdocuments specified in Section 2.01(b)(iv), (vi), (vii), (viii), (ix) and (x).

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, acknowledge on the Closing Date, Date receipt by the Custodian of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”)E, and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future CertificateholdersCertificateholders in accordance with this Trust Agreement. The Custodian shall acknowledges that it will maintain possession of the related Mortgage Notes in the States of Minnesota, California, Minnesota or Salt Lake City, Utah. Prior to and Utah unless otherwise permitted by the Rating Agencies. In connection with as a condition to the Closing Date, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Trustee an Initial Certification prior to the Closing DateCertification, or, or as the Depositor agrees to, on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodian Custodial File. Within 90 days after the Closing Date, the The Custodian shall ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F are in its possession, and shall deliver to the Trustee, the Depositor, the Trustee, the Mortgage Loan Seller Servicers and the Servicer Original Loan Sellers a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, within 90 days after the Closing Date to the effect that, as to each applicable Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by delivered to it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2), (3)8), (15), (1832) and (2234) of the Data Tape Information Mortgage Loan Schedule respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the Custodian shall be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. The Custodian shall retain possession and custody of each applicable Custodial File in accordance with and subject to the terms and conditions set forth herein. The applicable Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the such Servicer from time to time. The Trustee shall enforce the obligation of each Original Loan Seller to cure or repurchase Mortgage Loans that do not conform to the requirements of Sections 2.01 and 2.02 as determined in the Custodian's review as required herein by notifying the applicable Original Loan Seller to correct or cure such default. If the applicable Original Loan Seller fails or is unable to correct or cure the defect or breach within the period set forth in the applicable agreement, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable party to correct or cure, the Trustee, upon receipt of written notice from the Custodian in the form of its scheduled certifications, shall notify the Depositor and the Depositor will cause the applicable Original Loan Seller to repurchase the Mortgage Loan. The Trustee shall enforce the obligation of each Original Loan Seller under the related Sale Agreement to cure or repurchase Mortgage Loans for which there is a defect or a breach of a representation or warranty thereunder of which a Responsible Officer of the Trustee has received written notice, by notifying the applicable party to correct or cure such default. If, within ten (10) Business Days of receipt of such notice by such party, such party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee, on behalf of the Trust, against the applicable Servicer, the applicable Original Loan Seller and the related Purchaser, as applicable, under this Agreement, the applicable Sale Agreement or the applicable Servicing Agreement, as the case may be, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. The Trustee will be reimbursed by the Trust for all costs and expenses incurred by it in enforcing such legal remedies. In the event that a Mortgage Loan Seller shall deliver have been repurchased pursuant to a Sale Agreement or the Representation Letter, a Request for Release substantially in form and substance of Exhibit D hereto, shall be delivered to the Custodian and the Custodian shall release within two Business Days the related Custodial File to such Person as directed in writing by the applicable Servicer copies or the Depositor. Upon the payment in full of all trailing documents required any Mortgage Loan, or upon the receipt by the applicable Servicer of a notification that payment in full shall be escrowed in a manner customary for such purposes, the applicable Servicer will notify the Trustee and the Custodian in the manner specified in the related Servicing Agreement and shall request delivery to be included in it of the Custodial File at by submitting a Request for Release, which Request for Release may be in an electronic format in a form acceptable to the same Custodian. Upon receipt of such certification and Request for Release, the Custodian shall promptly release the related Custodial File to the applicable Servicer within two (2) Business Days. From time to time and as appropriate for the original servicing or certified copies thereof are delivered foreclosure of any Mortgage Loan, including, for this purpose, collection under any insurance policy relating to the Mortgage Loans, the Custodian shall, upon request of the related Servicer and delivery to the Custodian of a Request for Release in the manner specified in the related Servicing Agreement which Request for Release may be in an electronic format in a form acceptable to the Custodian, including but not limited release the related Custodial File to the applicable Servicer within three (3) Business Days from the receipt of the applicable Request for Release, and the Trustee shall, at the direction of such Servicer (which may be by a Request for Release), execute such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents shall be delivered by the Mortgage Loan Seller at the Mortgage Loan Seller’s expense necessary to the Servicerprosecution of any such proceedings.

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, on the Closing Date, receipt by the Custodian of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”), and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall maintain possession of the related Mortgage Notes in the States of Minnesota, California, and Utah unless otherwise permitted by the Rating Agencies. In connection with the Closing Date, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Trustee an Initial Certification prior to the Closing Date, or, as the Depositor agrees on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodian File. Within 90 days after of the Closing Date, the Custodian shall ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F are in its possession, and shall deliver to the Depositor, the Trustee, the Mortgage Loan Seller and the Servicer Servicers, a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2), (3), (15), (18) and (22) of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the Custodian shall be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. The Custodian shall retain possession and custody of each Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time. The Mortgage Loan Seller shall deliver to the Servicer copies of all trailing documents required to be included in the Custodial File at the same time the original or certified copies thereof are delivered to the Custodian, including but not limited to such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents shall be delivered by the Mortgage Loan Seller at the Mortgage Loan Seller’s expense to the Servicer.

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, acknowledge on the Closing Date, Date receipt by the Custodian of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”)E, and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall acknowledges that it will maintain possession of the related Mortgage Notes in the States of Minnesota, California, Minnesota or Salt Lake City, Utah. Prior to and Utah unless otherwise permitted by the Rating Agencies. In connection with as a condition to the Closing Date, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Trustee an Initial Certification prior to the Closing Date, or, or as the Depositor agrees to, on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodian Custodial File. Within 90 days after On the Closing Date, the Custodian shall ascertain that all documents identified required to be delivered to it are in its possession and shall deliver to the Document Certification and Exception Report Depositor an Initial Certification, in the form attached annexed hereto as Exhibit F are in its possessionE, and shall deliver to the Depositor, the Trustee, the Mortgage Loan Seller and the Servicer Depositor a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, within 90 days after the Closing Date to the effect that, as to each applicable Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by delivered to it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2), (3)8), (15), (1832) and (2234) of the Data Tape Information Mortgage Loan Schedule respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. The Custodian shall retain possession and custody of each applicable Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time. The Mortgage Trustee shall enforce the obligation of the Original Loan Seller shall deliver to cure or repurchase Mortgage Loans that do not conform to the Servicer copies requirements of all trailing documents required to be included Sections 2.01 and 2.02 as determined in the Custodial File at Custodian's review as required herein by notifying the same time Original Loan Seller to correct or cure such default. The Trustee shall also enforce the original obligation of the Original Loan Seller under the Sale Agreement, and the Servicing Agreement to cure or certified copies thereof are delivered repurchase Mortgage Loans for which there is a defect or a breach of a representation or warranty thereunder of which a Responsible Officer of the Trustee has actual knowledge, by notifying the applicable party to correct or cure such default. If the Servicer or the Original Loan Seller, as the case may be, fails or is unable to correct or cure the defect or breach within the period set forth in the applicable agreement, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable party to correct or cure, the Trustee shall notify the Depositor and the Depositor will cause the Original Loan Seller to repurchase the Mortgage Loan. If, within ten (10) Business Days of receipt of such notice by such party, such party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the CustodianTrustee, including but not limited to such documents on behalf of the Trust, against the Servicer, the Original Loan Seller and the Purchaser, as applicable, under this Agreement, if the title insurance policy and any other Mortgage Loan documents upon return Trustee has received written notice from the public recording officeDepositor directing the Trustee to pursue such remedies. The documents shall Trustee will be delivered reimbursed by the Mortgage Loan Seller at the Mortgage Loan Seller’s expense to the ServicerTrust for all costs and expenses incurred by it in enforcing such legal remedies.

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, on the Closing each Delivery Date, receipt by the Custodian of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”)F, and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, on behalf of the Trustee, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall acknowledges that it will maintain possession of the related Mortgage Notes in the States State of Minnesota, California, and Utah unless otherwise permitted under this Agreement or by the Rating Agencies. In connection with the Closing Dateeach Delivery, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor and Depositor, the Trustee Trustee, the Unaffiliated Seller, the Servicer an Initial Certification on or prior to the Closing Date, or, as the Depositor agrees on the Closing related Delivery Date, certifying receipt of a the related Mortgage Note Notes and Assignment Assignments of Mortgage for each related Mortgage Loan. The Custodian shall not be responsible to verify for verifying the validity, sufficiency or genuineness of any document in any Custodian Custodial File. Within 90 120 days after the Closing related Delivery Date, the Custodian shall ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F required to be reviewed by it are in its possession, and shall deliver to the Depositor, the TrusteeUnaffiliated Seller, the Mortgage Loan Seller and Servicer, the Servicer Trustee a Document Final Certification and Exception Report, in the form annexed hereto as Exhibit F, to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2) and (18) of the Mortgage Loan Schedule and items (1), (3), (15), (189) and (2217) of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the Custodian shall be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. The Custodian shall retain possession and custody of each Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time. The Mortgage Loan Seller shall deliver to the Servicer copies of all trailing documents required to be included in the Custodial File at the same time the original or certified copies thereof are delivered to the Custodian, including but not limited to such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents shall be delivered by the Mortgage Loan Seller at the Mortgage Loan Seller’s expense to the Servicer.this

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, acknowledge on the Closing Date, Date receipt by the Custodian of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”)E, and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall acknowledges that it will maintain possession of the related Mortgage Notes in the States of Minnesota, California, Minnesota or Utah. Prior to and Utah unless otherwise permitted by the Rating Agencies. In connection with as a condition to the Closing Date, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Trustee an Initial Certification prior to the Closing DateCertification, or, or as the Depositor agrees to, on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodian Custodial File. Within 90 days after the Closing Date, the The Custodian shall ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F are in its possession, and shall deliver to the Trustee, the Depositor, the Trustee, the Mortgage Loan Seller Servicers and the Servicer Original Loan Sellers a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, within 90 days after the Closing Date to the effect that, as to each applicable Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by delivered to it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2), (3)8), (15), (1832) and (2234) of the Data Tape Information Mortgage Loan Schedule respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the Custodian shall be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. The Custodian shall retain possession and custody of each applicable Custodial File in accordance with and subject to the terms and conditions set forth herein. The applicable Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the such Servicer from time to time. The Trustee shall enforce the obligation of each Original Loan Seller to cure or repurchase Mortgage Loans that do not conform to the requirements of Sections 2.01 and 2.02 as determined in the Custodian's review as required herein by notifying the applicable Original Loan Seller to correct or cure such default. If the applicable Original Loan Seller fails or is unable to correct or cure the defect or breach within the period set forth in the applicable agreement, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable party to correct or cure, the Trustee, upon receipt of written notice from the Custodian, shall notify the Depositor and the Depositor will cause the applicable Original Loan Seller to repurchase the Mortgage Loan. The Trustee shall enforce the obligation of each Original Loan Seller under the related Sale Agreement to cure or repurchase Mortgage Loans for which there is a defect or a breach of a representation or warranty thereunder of which a Responsible Officer of the Trustee has received written notice, by notifying the applicable party to correct or cure such default. If, within ten (10) Business Days of receipt of such notice by such party, such party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee, on behalf of the Trust, against the applicable Servicer, the applicable Original Loan Seller and the related Purchaser, as applicable, under this Agreement, the applicable Sale Agreement or the applicable Servicing Agreement, as the case may be, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. The Trustee will be reimbursed by the Trust for all costs and expenses incurred by it in enforcing such legal remedies. In the event that a Mortgage Loan Seller shall deliver have been repurchased pursuant to a Sale Agreement or the Representation Letter, a Request for Release in the form of Exhibit D hereto, shall be delivered to the Custodian and the Custodian shall release within two Business Days the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer copies or the Depositor. Upon the payment in full of all trailing documents required any Mortgage Loan, or upon the receipt by the applicable Servicer of a notification that payment in full shall be escrowed in a manner customary for such purposes, the applicable Servicer will notify the Trustee and the Custodian in the manner specified in the related Servicing Agreement and shall request delivery to be included in it of the Custodial File at by submitting a Request for Release, which Request for Release may be in an electronic format in a form acceptable to the same Custodian. Upon receipt of such certification and Request for Release, the Custodian shall promptly release the related Custodial File to the applicable Servicer within two (2) Business Days. From time to time and as appropriate for the original servicing or certified copies thereof are delivered foreclosure of any Mortgage Loan, including, for this purpose, collection under any insurance policy relating to the Mortgage Loans, the Custodian shall, upon request of the related Servicer and delivery to the Custodian of a Request for Release in the manner specified in the related Servicing Agreement which Request for Release may be in an electronic format in a form acceptable to the Custodian, including but not limited release the related Custodial File to the applicable Servicer within three (3) Business Days from the receipt of the applicable Request for Release, and the Trustee shall, at the direction of such Servicer (which may be by a Request for Release), execute such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents shall be delivered by the Mortgage Loan Seller at the Mortgage Loan Seller’s expense necessary to the Servicerprosecution of any such proceedings.

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledgeSubject to the provisions of the following paragraph, on the Closing DateTrustee declares that it, receipt by or the Custodian of as its agent, will hold the documents identified referred to in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”), and declares that it holds and will hold such documents Section 2.01 and the other documents delivered to it pursuant to Section 2.01constituting the Mortgage Files, and that it holds or will hold such other assets as are included in the Trust FundEstate, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall maintain possession Upon execution and delivery of the related Mortgage Notes in the States of Minnesota, California, and Utah unless otherwise permitted by the Rating Agencies. In connection with the Closing Datethis document, the Custodian shall be required to will deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Trustee an initial certification in the form of Exhibit M hereto (the "Initial Certification prior Certification") to the Closing Dateeffect that, orexcept as may be specified in a list of exceptions attached thereto, as it has received the Depositor agrees original Mortgage Note relating to each of the Mortgage Loans listed on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodian FileLoan Schedule. Within 90 days after the Closing Dateexecution and delivery of this Agreement, the Custodian shall ascertain that all documents identified in Custodian, on behalf of the Document Certification and Exception Report in Trustee, will review the form attached hereto as Exhibit F are Mortgage Files in its possession, and shall deliver will deliver, no later than 30 days after completion of such review, to the Depositor, the Trustee, the Mortgage Loan Seller Depositor and the Servicer Trustee a Document Certification and Exception Report, certification in the form annexed of Exhibit N hereto as Exhibit F, (the ("Final Certification") to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule Schedule, except as may be specified in a list of exceptions attached to such Final Certification, such Mortgage File contains all of the items required to be delivered pursuant to Section 2.01(b). If, in the course of such review, the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01 or is omitted from such Mortgage File, the Custodian shall promptly (other and in no event more than 30 days after completion of the review) notify the Trustee and the Trustee shall promptly so notify the Master Servicer and the Depositor, or shall cause the Custodian to promptly so notify the Master Servicer and the Depositor. In performing any such review, the Custodian may conclusively rely on the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Custodian's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.01 have been received and further confirming that any and all documents delivered pursuant to Section 2.01 appear on their face to have been executed and relate to the Mortgage Loans identified in the Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): Schedule based solely upon the review of items (i) all documents identified and (xi) in the Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2), (3), (15), (18) and (22) definition of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this AgreementSchedule. Neither the Trustee nor the Custodian shall be responsible to verify have any responsibility for determining whether any document is valid and binding, whether the validity, sufficiency or genuineness text of any assignment or endorsement is in proper or recordable form, whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any Custodial Fileapplicable jurisdiction. The Depositor hereby covenants and agrees that it will promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the Depositor does not correct or cure such defect within such period, the Depositor will either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth below or (b) purchase such Mortgage Loan from the Trustee at the Purchase Price for such Mortgage Loan; provided, however, that in no event shall such a substitution occur more than two years from the Closing Date; provided, further, that such substitution or repurchase shall occur within 90 days of when such defect was discovered if such defect will cause the Mortgage Loan not to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code. With respect to each Substitute Mortgage Loan the Depositor shall deliver to the Custodian on behalf of the Trustee, for the benefit of the Certificateholders, the Mortgage Note, the Mortgage, the related Assignment of Mortgage (except for any Mortgage which has been recorded in the name of MERS or its designee), and such other documents and agreements as are otherwise required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No substitution is permitted to be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to any such Substitute Mortgage Loan in the month of substitution shall not be part of the Trust Estate and will be retained by the Depositor. For the month of substitution, distributions to Certificateholders will include the Monthly Payment due for such month on any Defective Mortgage Loan for which the Depositor has substituted a Substitute Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of each Mortgage Loan that has become a Defective Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and the Master Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee and the Custodian. Upon such substitution, each Substitute Mortgage Loan shall be subject to the terms of this Agreement in all respects, and the Depositor shall be deemed to have made to the Trustee with respect to such Substitute Mortgage Loan, as of the date of substitution, the representations and warranties made pursuant to Section 2.04(a) and (b). Upon any such substitution and the deposit to the Investment Account of any required Substitution Adjustment Amount (as described in the next paragraph) and receipt of a Request for Release, the Custodian shall release the Mortgage File relating to such Defective Mortgage Loan to the Depositor and shall execute and deliver at the Depositor's direction such instruments of transfer or assignment prepared by the Depositor, in each case without recourse, as shall be necessary to vest title in the Depositor, or its designee, to the Trustee's interest in any Defective Mortgage Loan substituted for pursuant to this Section 2.02. For any month in which the Depositor substitutes one or more Substitute Mortgage Loans for one or more Defective Mortgage Loans, the amount (if any) by which the aggregate principal balance of all such Substitute Mortgage Loans in a Loan Group as of the date of substitution is less than the aggregate Stated Principal Balance of all such Defective Mortgage Loans in such Loan Group (after application of the principal portion of the Monthly Payments due in the month of substitution) (the "Substitution Adjustment Amount" for such Loan Group) plus an amount equal to the aggregate of any unreimbursed Advances with respect to such Defective Mortgage Loans shall be deposited into the Certificate Account by the Depositor on or before the Remittance Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan is required to be purchased or replaced hereunder. The Purchase Price of any repurchase and the Substitution Adjustment Amount, if any, shall be deposited in the Certificate Account. The Trustee shall cause the Custodian to retain possession and custody of each Custodial Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Custodian, on behalf of the Trustee, upon the execution or or, in the case of documents requiring recording, receipt thereof, the originals of such other documents or instruments constituting the Custodial Mortgage File as come into the Master Servicer's possession of the Servicer from time to time. The It is understood and agreed that the obligation of the Depositor to substitute for or to purchase any Mortgage Loan Seller which does not meet the requirements of Section 2.01 shall deliver constitute the sole remedy respecting such defect available to the Servicer copies of all trailing documents required to be included in Trustee and any Certificateholder against the Custodial File at Depositor. Neither the same time the original or certified copies thereof are delivered to Trustee nor the Custodian, including but not limited to such documents as on behalf of the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents Trustee, shall be delivered by under any duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face or (ii) to determine whether any Mortgage Loan Seller at File should include any of the Mortgage Loan Seller’s expense to the Servicerdocuments specified in Section 2.01(b)(iv), (vi), (vii), (viii) and (ix).

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, on the Closing Date, receipt by the Custodian of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”), and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall maintain possession of the related Mortgage Notes in the States of Minnesota, California, and Utah unless otherwise permitted by the Rating Agencies. In connection with the Closing Date, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor Depositor, the Securities Administrator and the Trustee Trustee, an Initial Certification prior to the Closing Date, or, as the Depositor agrees on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodian File. Within 90 days after of the Closing Date, the Custodian shall ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F are in its possession, and shall deliver to the Depositor, the TrusteeSecurities Administrator, the Mortgage Loan Seller Trustee and the Servicer Servicer, a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2), (3), (15), (18) and (22) of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the Custodian shall be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. The Custodian shall retain possession and custody of each Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time. The Mortgage Loan Seller shall deliver to the Servicer copies of all trailing documents required to be included in the Custodial File at the same time the original or certified copies thereof are delivered to the Custodian, including but not limited to such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents shall be delivered by the Mortgage Loan Seller at the Mortgage Loan Seller’s expense to the Servicer.

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, on the Closing Date, receipt by the Custodian of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”), and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall maintain possession of the related Mortgage Notes in the States of Minnesota, California, and Utah unless otherwise permitted by the Rating Agencies. In connection with the Closing Date, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Trustee an Initial Certification prior to the Closing Date, or, as the Depositor agrees on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodian File. Within 90 45 days after of the Closing DateDate (and every month thereafter until all exceptions are cleared), the Custodian shall ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F are in its possession, and shall deliver to the Depositor, the Trustee, the Mortgage Loan Seller Originator and the Servicer Wxxxx Fargo, as Servicer, a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2), (3), (15), (18) and (22) of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the Custodian shall be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. The Custodian shall retain possession and custody of each Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time. The Mortgage Loan Seller Originator shall deliver to the Servicer copies of all trailing documents required to be included in the Custodial File at the same time the original or certified copies thereof are delivered to the Custodian, including but not limited to such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents shall be delivered by the Mortgage Loan Seller Originator at the Mortgage Loan SellerOriginator’s expense to the Servicer.

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, on the Closing each Delivery Date, receipt by the Custodian of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”)F, and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, on behalf of the Trustee, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall acknowledges that it will maintain possession of the related Mortgage Notes in the States State of Minnesota, California, and Utah unless otherwise permitted under this Agreement or by the Rating Agencies. In connection with the Closing Dateeach Delivery, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor Depositor, the Trustee, the Unaffiliated Seller and the Trustee Servicer an Initial Certification on or prior to the Closing Date, or, as the Depositor agrees on the Closing related Delivery Date, certifying receipt of a the related Mortgage Note Notes and Assignment Assignments of Mortgage for each related Mortgage Loan. The Custodian shall not be responsible to verify for verifying the validity, sufficiency or genuineness of any document in any Custodian Custodial File. Within 90 120 days after the Closing related Delivery Date, the Custodian shall ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F required to be reviewed by it are in its possession, and shall deliver to the Depositor, the TrusteeUnaffiliated Seller, the Mortgage Loan Seller Servicer and the Servicer Trustee a Document Final Certification and Exception Report, in the form annexed hereto as Exhibit F, to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2) and (18) of the Mortgage Loan Schedule and items (1), (3), (15), (189) and (2217) of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. Upon receipt of such Final Certification, if the Depositor or the Unaffiliated Seller determines that any noncompliance identified by the Custodian is a breach of a representation or warranty relating to such Mortgage Loan, such party shall give written notice to the Trustee thereof. The Custodian shall retain possession and custody of each Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time. The Mortgage Loan Seller shall deliver to the Servicer copies of all trailing documents required to be included in the Custodial File at the same time the original or certified copies thereof are delivered to the Custodian, including but not limited to such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents shall be delivered by the Mortgage Loan Seller at the Mortgage Loan Seller’s expense to the Servicer.

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, acknowledge on the Closing Date, Date receipt by the Custodian of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”)E, and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall acknowledges that it will maintain possession of the related Mortgage Notes in the States of Minnesota, California, Minnesota or Salt Lake City, Utah. Prior to and Utah unless otherwise permitted by the Rating Agencies. In connection with as a condition to the Closing Date, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Trustee an Initial Certification prior to the Closing DateCertification, or, or as the Depositor agrees to, on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodian Custodial File. Within 90 days after the Closing Date, the The Custodian shall ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F are in its possession, and shall deliver to the Trustee, the Depositor, the Trustee, the Mortgage Loan Seller Servicers and the Servicer Original Loan Sellers a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, within 90 days after the Closing Date to the effect that, as to each applicable Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by delivered to it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2), (3)8), (15), (1832) and (2234) of the Data Tape Information Mortgage Loan Schedule respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the Custodian shall be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. The Custodian shall retain possession and custody of each applicable Custodial File in accordance with and subject to the terms and conditions set forth herein. The applicable Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the such Servicer from time to time. The Trustee shall enforce the obligation of each Original Loan Seller to cure or repurchase Mortgage Loans that do not conform to the requirements of Sections 2.01 and 2.02 as determined in the Custodian's review as required herein by notifying the applicable Original Loan Seller to correct or cure such default. If the applicable Original Loan Seller fails or is unable to correct or cure the defect or breach within the period set forth in the applicable agreement, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable party to correct or cure, the Trustee, upon receipt of written notice from the Custodian, shall notify the Depositor and the Depositor will cause the applicable Original Loan Seller to repurchase the Mortgage Loan. The Trustee shall enforce the obligation of each Original Loan Seller under the related Sale Agreement to cure or repurchase Mortgage Loans for which there is a defect or a breach of a representation or warranty thereunder of which a Responsible Officer of the Trustee has received written notice, by notifying the applicable party to correct or cure such default. If, within ten (10) Business Days of receipt of such notice by such party, such party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee, on behalf of the Trust, against the applicable Servicer, the applicable Original Loan Seller and the related Purchaser, as applicable, under this Agreement, the applicable Sale Agreement or the applicable Servicing Agreement, as the case may be, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. The Trustee will be reimbursed by the Trust for all costs and expenses incurred by it in enforcing such legal remedies. In the event that a Mortgage Loan Seller shall deliver have been repurchased pursuant to a Sale Agreement or the Representation Letter, a Request for Release in the form of Exhibit D hereto, shall be delivered to the Custodian and the Custodian shall release within two Business Days the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer copies or the Depositor. Upon the payment in full of all trailing documents required any Mortgage Loan, or upon the receipt by the applicable Servicer of a notification that payment in full shall be escrowed in a manner customary for such purposes, the applicable Servicer will notify the Trustee and the Custodian in the manner specified in the related Servicing Agreement and shall request delivery to be included in it of the Custodial File at by submitting a Request for Release, which Request for Release may be in an electronic format in a form acceptable to the same Custodian. Upon receipt of such certification and Request for Release, the Custodian shall promptly release the related Custodial File to the applicable Servicer within two (2) Business Days. From time to time and as appropriate for the original servicing or certified copies thereof are delivered foreclosure of any Mortgage Loan, including, for this purpose, collection under any insurance policy relating to the Mortgage Loans, the Custodian shall, upon request of the related Servicer and delivery to the Custodian of a Request for Release in the manner specified in the related Servicing Agreement which Request for Release may be in an electronic format in a form acceptable to the Custodian, including but not limited release the related Custodial File to the applicable Servicer within three (3) Business Days from the receipt of the applicable Request for Release, and the Trustee shall, at the direction of such Servicer (which may be by a Request for Release), execute such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents shall be delivered by the Mortgage Loan Seller at the Mortgage Loan Seller’s expense necessary to the Servicerprosecution of any such proceedings.

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, on the Closing Date, receipt by the Custodian of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”), and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall maintain possession of the related Mortgage Notes in the States of Minnesota, California, and Utah unless otherwise permitted by the Rating Agencies. In connection with the Closing Date, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Trustee an Initial Certification prior to the Closing Date, or, as the Depositor agrees on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodian File. Within 90 days after the Closing Date, the Custodian shall ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F are in its possession, and shall deliver to the Depositor, the Trustee, the Mortgage Loan Seller Originator and the Servicer Xxxxx Fargo, as Servicer, a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2), (3), (15), (18) and (22) of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the Custodian shall be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. The Custodian shall retain possession and custody of each Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time. The Mortgage Loan Seller Originator shall deliver to the Servicer copies of all trailing documents required to be included in the Custodial File at the same time the original or certified copies thereof are delivered to the Custodian, including but not limited to such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents shall be delivered by the Mortgage Loan Seller Originator at the Mortgage Loan SellerOriginator’s expense to the Servicer.

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, on the Closing each Delivery Date, receipt by the Custodian of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”)F, and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, on behalf of the Trustee, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall acknowledges that it will maintain possession of the related Mortgage Notes in the States State of Minnesota, California, and Utah unless otherwise permitted under this Agreement or by the Rating Agencies. In connection with the Closing Dateeach Delivery, the Custodian shall deliver or cause to be required to deliver delivered via facsimile (with or original to follow the next Business Day) to Depositor, the Depositor Trustee, the Securities Administrator, the Backup Servicer, the Unaffiliated Seller and the Trustee Servicers an Initial Certification on or prior to the Closing Date, or, as the Depositor agrees on the Closing related Delivery Date, certifying receipt of a the related Mortgage Note Notes and Assignment Assignments of Mortgage for each related Mortgage Loan. The Custodian shall not be responsible to verify for verifying the validity, sufficiency or genuineness of any document in any Custodian Custodial File. Within 90 120 days after the Closing related Delivery Date, the Custodian shall ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F required to be reviewed by it are in its possession, and shall deliver to the Depositor, the Unaffiliated Seller, the Servicers, the Trustee, the Mortgage Loan Seller Backup Servicer and the Servicer Securities Administrator a Document Final Certification and Exception Report, in the form annexed hereto as Exhibit F, to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2), (3), (15), (18) and (22) of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the Custodian shall be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. The Custodian shall retain possession and custody of each Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time. The Mortgage Loan Seller shall deliver to the Servicer copies of all trailing documents required to be included in the Custodial File at the same time the original or certified copies thereof are delivered to the Custodian, including but not limited to such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents shall be delivered by the Mortgage Loan Seller at the Mortgage Loan Seller’s expense to the Servicer.such

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, on the Closing Date, receipt by the Custodian of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E (“"Initial Certification”"), and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall maintain possession of the related Mortgage Notes in the States of Minnesota, California, and Utah unless otherwise permitted by the Rating Agencies. In connection with the Closing Date, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor Depositor, the Securities Administrator and the Trustee an Initial Certification prior to the Closing Date, or, as the Depositor agrees on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodian File. Within 90 days after of the Closing Date, the Custodian shall ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F are in its possession, and shall deliver to the Depositor, the Securities Administrator, the Trustee, the Mortgage Loan Seller and the Servicer Servicers, a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2), (3), (15), (18) and (22) of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the Custodian shall be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. The Custodian shall retain possession and custody of each Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time. The Mortgage Loan Seller shall deliver to the Servicer copies of all trailing documents required to be included in the Custodial File at the same time the original or certified copies thereof are delivered to the Custodian, including but not limited to such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents shall be delivered by the Mortgage Loan Seller at the Mortgage Loan Seller’s expense to the Servicer.

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, on Subject to the Closing Date, receipt by the Custodian provisions of the documents identified in following paragraph, the Initial Certification in Custodian, as agent for the form annexed hereto as Exhibit E (“Initial Certification”)Trustee, and declares that it holds and will hold such the documents referred to in Section 2.01 and the other documents delivered to it pursuant to Section 2.01constituting the Mortgage Files, and that it holds or will hold such other assets as are included in the Trust FundEstate delivered to it, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall maintain possession Upon execution and delivery of the related Mortgage Notes in the States of Minnesota, California, and Utah unless otherwise permitted by the Rating Agencies. In connection with the Closing Datethis document, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor Depositor, the Trustee and the Trustee an Initial Certification prior to the Closing Date, or, as the Depositor agrees on the Closing Date, certifying receipt of Servicer a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodian File. Within 90 days after the Closing Date, the Custodian shall ascertain that all documents identified in the Document Certification and Exception Report certification in the form attached hereto as Exhibit F are M hereto (the "Initial Certification") to the effect that, except as may be specified in a list of exceptions attached thereto, it has received the original Mortgage Note relating to each of the Mortgage Loans listed on the Mortgage Loan Schedule. Within 90 days after the execution and delivery of this Agreement, the Custodian shall review, on behalf of the Trustee, the Mortgage Files in its possession, and shall deliver to the Depositor, the Trustee, the Mortgage Loan Seller Trustee and the Servicer a Document Certification and Exception Report, certification in the form annexed attached hereto as Exhibit F, N (the "Final Certification") to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than Schedule, except as may be specified in a list of exceptions attached to such Final Certification, such Mortgage File contains all of the items required to be delivered pursuant to Section 2.01(b). In performing any such review, the Custodian may conclusively rely on the purported genuineness of any such document and any signature thereon. If, in the course of such review, the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01 or is omitted from such Mortgage File or if the Depositor, the Servicer, the Custodian or the Trustee discovers a breach by the Servicer, the Sponsor or the Depositor of any representation, warranty or covenant under the Mortgage Loan Purchase Agreement or this Agreement, as the case may be, in respect of any Mortgage Loan paid and such breach materially adversely affects the interest of the Certificateholders in full or any the related Mortgage Loan specifically identified (provided that any such breach that causes the Mortgage Loan not to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code shall be deemed to materially and adversely affect the interests of the Certificateholders), then such party shall promptly so notify the Servicer, the Sponsor, the Trustee and the Depositor of such failure to meet the requirements of Section 2.01 or of such breach and request that the Servicer, the Sponsor or the Depositor, as applicable, deliver such missing documentation or cure such defect or breach within 90 days of its discovery or its receipt of notice of any such failure to meet the requirements of Section 2.01 or of such breach. If the Trustee receives written notice that the Depositor, the Sponsor or the Servicer, as the case may be, has not delivered such missing document or cured such defect or breach in all material respects during such certification period, the Trustee, on behalf of the Trust, shall enforce the Sponsor's or the Depositor's obligation, as the case may be, under the Mortgage Loan Purchase Agreement or this Agreement and cause the Depositor or the Sponsor to either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth below or (b) purchase such Mortgage Loan from the Trust at the Purchase Price for such Mortgage Loan. Notwithstanding any contrary provision of this Agreement, no substitution pursuant to this Section 2.02 shall be made more than 90 days after the Closing Date unless the Depositor or the Sponsor, as the case may be, delivers to the Trustee an exception and Opinion of Counsel, which Opinion of Counsel shall not covered by be at the expense of any of the Trustee or the Trust Estate, addressed to the Trustee, to the effect that such certification): substitution will not (i) result in the imposition of the tax on "prohibited transactions" on any REMIC created hereunder or contributions after the Start-up Day, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding. It is understood that the scope of the Custodian's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.01 have been received and further confirming that any and all documents delivered pursuant to Section 2.01 appear on their face to have been executed and relate to the applicable Mortgage Loans identified in the Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such related Mortgage Loan; (iii) Loan Schedule based on its examination and only as to solely upon the foregoing documents, the information set forth in review of items (1), (2), (3), (15), (18i) and (22xi) in the definition of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this AgreementSchedule. Neither the Trustee nor the any Custodian shall be responsible to verify have any responsibility for determining whether any document is valid and binding, whether the validity, sufficiency or genuineness text of any assignment or endorsement is in proper or recordable form, whether any document in any Custodial File. The Custodian shall retain possession and custody of each Custodial File has been recorded in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodianrequirements of any applicable jurisdiction, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time. The Mortgage Loan Seller shall deliver to the Servicer copies of all trailing documents required to be included whether a blanket assignment is permitted in the Custodial File at the same time the original or certified copies thereof are delivered to the Custodian, including but not limited to such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents shall be delivered by the Mortgage Loan Seller at the Mortgage Loan Seller’s expense to the Servicerapplicable jurisdiction.

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, on the Closing Date, acknowledges receipt by the Custodian of the documents identified in the Initial Certification Certification, subject to any exceptions listed on the exception report attached thereto, in the form annexed hereto as Exhibit E (“Initial Certification”)E, and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall Deutsche Bank, as Custodian, acknowledges that it will maintain possession of the related Mortgage Notes in the States State of Minnesota, California, and Utah unless otherwise permitted by the Rating Agencies. In connection with Prior to and as a condition to the Closing DateClosing, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Trustee an Initial Certification prior to the Closing Date, or, or as the Depositor agrees to, on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage Mortgage, subject to any exceptions listed on the exception report attached thereto, for each Mortgage Loan. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodian Custodial File. Within 90 days after On the Closing Date, the Custodian shall ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F required to be delivered to it are in its possession, subject to any exceptions listed on the exception report attached thereto, and shall deliver to the DepositorDepositor an Initial Certification, in the Trusteeform annexed hereto as Exhibit E, and shall deliver to the Mortgage Loan Seller and the Servicer Depositor a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, within 90 days after the Closing Date to the effect that, as to each applicable Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by delivered to it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1)2, (2)8, (3)33, (15), (18) and (22) 34 of the Data Tape Information Mortgage Loan Schedule respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. The Custodian shall retain possession and custody of each applicable Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time. The Custodian shall notify the Trustee of any Mortgage Loan Seller Loans that do not conform to such requirements of Sections 2.01 and 2.02 hereof. The Trustee shall deliver enforce the obligations of the Responsible Party to cure or repurchase Mortgage Loans that do not conform to such requirements as determined in the Custodian's review as required herein. The Trustee shall also enforce the obligations of the Responsible Party under the Sale Agreement, of the Servicer under the Servicing Agreement and of the Purchaser under the Step 1 Assignment Agreements to cure or repurchase Mortgage Loans for which there is a defect or a breach of a representation or warranty thereunder of which a Responsible Officer or the Trustee has actual knowledge, by notifying the applicable party to correct or cure such default. If the Servicer, the Responsible Party or the Purchaser, as the case may be, fails or is unable to correct or cure the defect or breach within the period set forth in the applicable agreement, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable party to correct or cure, the Trustee shall notify such party to repurchase the Mortgage Loan. If, within ten (10) Business Days of receipt of such notice by such party, such party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Servicer copies of all trailing documents required to be included in Trustee against the Custodial File at Servicer, the same time Responsible Party and the original or certified copies thereof are delivered to Purchaser, as applicable, under this Agreement, if the Custodian, including but not limited to such documents as the title insurance policy and any other Mortgage Loan documents upon return Trustee has received written notice from the public recording office. The documents shall be delivered by Depositor directing the Mortgage Loan Seller at the Mortgage Loan Seller’s expense Trustee to the Servicerpursue such remedies.

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, acknowledge on the Closing Date, Date receipt by it on behalf of the Custodian Trustee of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E (“"Initial Certification”"), and declares shall declare that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall maintain possession of the related Mortgage Notes in the States State of Minnesota, California, and Utah unless otherwise permitted by the Rating Agencies. In connection with Prior to and as a condition to the Closing Dateclosing, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Trustee an Initial Certification prior to the Closing Date, or, as the Depositor agrees on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage LoanLoan as provided below. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodian Custodial File. Within 90 days after On the Closing Date, the Custodian shall ascertain that all documents identified required to be reviewed by it are in its possession and shall deliver to the Document Certification Depositor, the Servicer, the Trustee, the Securities Administrator and Exception Report the Master Servicer an Initial Certification, in the form attached annexed hereto as Exhibit F are in its possessionE, and shall deliver to the Depositor, the Servicer, the Trustee, the Mortgage Loan Seller Securities Administrator and the Master Servicer a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, within 90 days after the Closing Date to the effect that, as to each applicable Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2), (3)8), (15), (1832) and (2234) of the Data Tape Information Mortgage Loan Schedule respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. The Custodian shall retain possession and custody of each applicable Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time. The Upon receipt of actual knowledge of a defective Mortgage Loan, the Trustee shall enforce the obligation of the Original Loan Seller to cure or repurchase Mortgage Loans that do not conform to the requirements of Sections 2.01 and 2.02 as determined in the Custodian's review as required herein by notifying the Original Loan Seller to correct or cure such default. The Trustee shall deliver also enforce the obligation of the Original Loan Seller under the IndyMac Purchase Agreement to cure or repurchase Mortgage Loans for which there is a defect or a breach of a representation or warranty thereunder of which a Responsible Officer of the Trustee has actual knowledge, by notifying the applicable party to correct or cure such default. If the Servicer or the Original Loan Seller, as the case may be, fails or is unable to correct or cure the defect or breach within the period set forth in the applicable agreement, upon receipt of actual knowledge of such failure the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable party to correct or cure, the Trustee shall notify the Depositor and the Depositor will cause the Original Loan Seller to repurchase the Mortgage Loan. If, within ten (10) Business Days of receipt of such notice by such party, such party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee, on behalf of the Trust, against the Servicer, the Original Loan Seller and the Purchaser, as applicable, under this Agreement, the IndyMac Purchase Agreement or the IndyMac Servicing Agreement, as applicable, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. The Trustee will be reimbursed by the Trust for all costs and expenses incurred by it in enforcing such legal remedies. Upon receipt of an executed Request for Release signed by an officer of the Master Servicer or the Servicer, as applicable, the Custodian shall promptly release the related Custodial File to the Master Servicer or the Servicer, as applicable, within three (3) Business Days. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account unless such expenses constitute Servicing Advances. In addition, for purposes of servicing the Mortgage Loans, upon receipt of any executed Request for Release signed by an officer of the Servicer, the Custodian shall promptly release the related Custodial File to the Servicer copies of all trailing documents required within three (3) Business Days (or with respect to be included in the any Request for Release that relates to more than 100 Custodial File at the same time the original or certified copies thereof are delivered to the CustodianFiles, including but not limited to such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents shall be delivered by the Mortgage Loan Seller at the Mortgage Loan Seller’s expense to the Servicerfive (5) Business Days).

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledgeExcept as set forth in the Exception Report delivered contemporaneously herewith (the "Exception Report"), the Custodian, on the Closing Date, receipt by the Custodian behalf of the Trustee, acknowledges receipt of the Mortgage Note for each Mortgage Loan and delivery of a Mortgage File (but does not acknowledge receipt of all documents identified required to be included in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”), such Mortgage File) with respect to each Mortgage Loan and declares that it holds and will hold such documents and the any other documents constituting a part of the Mortgage Files delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Depositor will cause the applicable Seller to repurchase any Mortgage Loan to the extent required by the related Sale Agreement. The Custodian, on behalf of the Trustee, acknowledges receipt of the Sale Agreements. The Supplemental Interest Trust Trustee acknowledges receipt of the Swap Agreement. The Custodian agrees, for the benefit of Certificateholders, to review each Mortgage File delivered to it within 45 days after the Closing Date to ascertain and to certify, within 45 days of the Closing Date, to the Depositor, the Trustee and the applicable Servicer that all documents required by Section 2.01 have been executed and received, and that such documents relate to the Mortgage Loans identified in Exhibit B that have been conveyed to it. If the Custodian finds any document or documents constituting a part of a Mortgage File to be missing or defective (that is, mutilated, damaged, defaced or unexecuted) in any material respect, the Custodian shall maintain possession promptly (and in any event within no more than five Business Days) after such finding so notify the applicable Servicer, the applicable Seller, the Trustee and the Depositor. In addition, the Custodian shall also notify the applicable Servicer, the applicable Seller, the Trustee and the Depositor if the original Mortgage with evidence of recording thereon with respect to a Mortgage Loan is not received within 45 days of the Closing Date; if it has not been received because of a delay caused by the public recording office where such Mortgage has been delivered for recordation, the Depositor shall deliver or cause to be delivered to the Custodian written notice stating that such Mortgage has been delivered to the appropriate public recording office for recordation and thereafter the Depositor shall deliver or cause to be delivered such Mortgage with evidence of recording thereon upon receipt thereof from the public recording office. The Trustee shall request that the applicable Seller correct or cure such omission, defect or other irregularity, or substitute a Mortgage Loan pursuant to the provisions the related Sale Agreement, which provides that within 90 days from the date the Seller was notified of such omission or defect and, if the Seller does not correct or cure such omission or defect within such period, that the Seller purchase such Mortgage Loan from the Trust Fund within 90 days from the date the Seller was notified of such omission, defect or other irregularity at the Purchase Price of such Mortgage Loan. The Purchase Price for any Mortgage Loan purchased pursuant to this Section 2.02 shall be paid to the applicable Servicer and deposited by such Servicer in the Certificate Account or Servicer Collection Account, as appropriate, promptly upon receipt, and, upon receipt by the Custodian of written notification of such deposit signed by a Servicing Officer, the Custodian, upon receipt of a Request for Release, shall promptly release to the applicable Seller the related Mortgage Notes File and the Trustee shall execute and deliver such instruments of transfer or assignment, without recourse, as shall be requested by the applicable Seller and necessary to vest in the States of MinnesotaSeller or its designee, Californiaas the case may be, any Mortgage Loan released pursuant hereto, and Utah unless otherwise neither the Trustee nor the Custodian shall have any further responsibility with regard to such Mortgage Loan. It is understood and agreed that the obligation of the applicable Seller, pursuant to the related Sale Agreement, to purchase, cure or substitute any Mortgage Loan as to which a material defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to the Trustee on behalf of Certificateholders. The preceding sentence shall not, however, limit any remedies available to the Certificateholders, the Depositor or the Trustee pursuant to each Sale Agreement with respect to other matters. The Custodian shall be under no duty or obligation to inspect, review and examine such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, recordable or appropriate to the represented purpose, or that they have actually been recorded, or that they are other than what they purport to be on their face. The Custodian shall not have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form, whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. The Servicers, the Trustee and the Custodian shall keep confidential the name of each Mortgagor except as required by this Agreement and the Servicers, the Trustee and the Custodian shall not solicit any such Mortgagor for the purpose of refinancing the related Mortgage Loan; notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Rating AgenciesCustodian, Trustee or the Servicers from sources other than the other parties hereto, (ii) disclosure of any and all information (A) if required by any applicable law, rule or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any aspects of the Custodian's business or that of its affiliates, (C) pursuant to any subpoena, civil investigation demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Custodian or any affiliate or an officer, director, employer or shareholder thereof is a party or (D) to any affiliate, independent or internal auditor, agent, employee or attorney of the Trustee, the Custodian or the Servicers having a need to know the same, provided that the Trustee, the Custodian or the Servicers, as applicable, advises such recipient of the confidential nature of the information being disclosed, or (iii) any other disclosure authorized by the Depositor. In connection with It is understood and agreed that all rights and benefits relating to the solicitation of any Mortgagors and the attendant rights, title and interest in and to the list of Mortgagors and data relating to their Mortgages shall be retained by the applicable Servicer. Within 45 days of the Closing Date, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Trustee an Initial Certification prior to the Closing Date, or, as the Depositor agrees on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodian File. Within 90 days after the Closing Date, the Custodian shall ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F are in its possession, and shall deliver to the Depositor, the Trustee, the Mortgage Loan Seller Sellers and the Servicer a Document Certification and Exception ReportServicers the Custodian's Certification, substantially in the form annexed hereto as of Exhibit FD attached hereto, to evidencing the effect that, as to each Mortgage Loan listed in completeness of the Mortgage Loan Schedule (other than Files, with any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2), (3), (15), (18) and (22) of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the Custodian shall be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. The Custodian shall retain possession and custody of each Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time. The Mortgage Loan Seller shall deliver to the Servicer copies of all trailing documents required to be included in the Custodial File at the same time the original or certified copies thereof are delivered to the Custodian, including but not limited to such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents shall be delivered by the Mortgage Loan Seller at the Mortgage Loan Seller’s expense to the Servicerexceptions noted thereto.

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, on the Closing each Delivery Date, receipt by the Custodian of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”)F, and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, on behalf of the Trustee, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall acknowledges that it will maintain possession of the related Mortgage Notes in the States State of Minnesota, California, and Utah unless otherwise permitted under this Agreement or by the Rating Agencies. In connection with the Closing Dateeach Delivery, the Custodian shall deliver or cause to be required to deliver delivered via facsimile (with or original to follow the next Business Day) to Depositor, the Depositor Trustee, the Securities Administrator, the Unaffiliated Seller and the Trustee Servicer an Initial Certification on or prior to the Closing Date, or, as the Depositor agrees on the Closing related Delivery Date, certifying receipt of a the related Mortgage Note Notes and Assignment Assignments of Mortgage for each related Mortgage Loan. The Custodian shall not be responsible to verify for verifying the validity, sufficiency or genuineness of any document in any Custodian Custodial File. Within 90 120 days after the Closing related Delivery Date, the Custodian shall ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F required to be reviewed by it are in its possession, and shall deliver to the Depositor, the TrusteeUnaffiliated Seller, the Mortgage Loan Seller Servicer, the Trustee and the Servicer Securities Administrator a Document 77 Final Certification and Exception Report, in the form annexed hereto as Exhibit F, to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2) and (18) of the Mortgage Loan Schedule and items (1), (3), (15), (189) and (2217) of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement; and (v) upon receipt of the screen printouts specified in Section 2.01, with respect to each MERS Designated Loan, the Trustee, on behalf of the Trust Fund, is listed as the Investor of such MERS Designated Loan on the MERS System. Neither the Trustee nor the The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. Upon receipt of such Final Certification, if the Depositor or the Unaffiliated Seller determines that any noncompliance identified by the Custodian is a breach of a representation or warranty relating to such Mortgage Loan, such party shall give written notice to the Trustee and the Securities Administrator thereof. The Custodian shall retain possession and custody of each Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time. The Mortgage Loan Seller shall deliver to the Servicer copies of all trailing documents required to be included in the Custodial File at the same time the original or certified copies thereof are delivered to the Custodian, including but not limited to such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents shall be delivered by the Mortgage Loan Seller at the Mortgage Loan Seller’s expense to the Servicer.

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, on the Closing Date, acknowledges receipt by the Custodian of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”)F, and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall acknowledges that it will maintain possession of the related Mortgage Notes in the States State of Minnesota, California, and Utah California unless otherwise permitted by the Rating Agencies. In connection with Prior to and as a condition to the Closing Dateclosing, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor Depositor, the Trustee, the Master Servicer and the Trustee Servicer an Initial Certification prior to the Closing Date, or, or as the Depositor agrees to, on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage LoanLoan with any exceptions thereon. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodian the Custodial File. Within 90 days after On the Closing Date, the Custodian shall ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F required to be reviewed by it are in its possession, and shall deliver to the Depositor, the Trustee, the Mortgage Loan Seller Master Servicer and the Servicer an Initial Certification, in the form annexed hereto as Exhibit F, and shall deliver to the Depositor, the Trustee, the Master Servicer and the Servicer a Document Certification and Exception Report, in the form annexed hereto as Exhibit FG, within 90 days (or with respect to any Substitute Mortgage Loan delivered to the Custodian, within 30 days after the receipt of the Mortgage File by the Custodian) after the Closing Date to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2) and (13) of the Mortgage Loan Schedule and items (1), (3), (15), (182) and (2213) of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any the Custodial File. The Custodian shall retain possession and custody of each Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time. The Mortgage Loan Seller Depositor shall use reasonable efforts to cause the Responsible Party to deliver to the Servicer copies of all trailing documents required to be included in the Custodial File at the same time the original or certified copies thereof are delivered to the Custodian, including but not limited to such documents as the title insurance policy and any other Mortgage Loan documents Documents upon return from the public recording office. The Depositor shall use reasonable efforts to cause the Responsible Party to deliver such documents shall be delivered by the Mortgage Loan Seller at the Mortgage Loan Seller’s Responsible Party's expense (pursuant to the ServicerPurchase Agreement) to the Servicer and in no event shall the Servicer be responsible for any expenses relating to such delivery obligation.

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, on the Closing Date, acknowledges receipt by the Custodian of the documents identified in the Initial Certification Certification, subject to any exceptions listed on the exception report attached thereto, in the form annexed hereto as Exhibit E (“Initial Certification”)E, and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall Deutsche Bank, as Custodian, acknowledges that it will maintain possession of the related Mortgage Notes in the States State of Minnesota, California, and Utah unless otherwise permitted by the Rating Agencies. In connection with Prior to the Closing Date, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Trustee an Initial Certification prior to the Closing Date, or, or as the Depositor agrees to, on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage Mortgage, subject to any exceptions listed on the exception report attached thereto, for each Mortgage Loan. The Custodian shall not be responsible to verify for verifying the validity, sufficiency or genuineness of any document in any Custodian Custodial File. Within 90 days after On the Closing Date, the Custodian shall ascertain that all documents identified in required to be delivered to it on or prior to the Document Certification and Exception Report in the form attached hereto as Exhibit F Closing Date are in its possession, subject to any exceptions listed on the exception report attached thereto, and shall deliver to the Depositor, the Trustee, the Mortgage Loan Seller Depositor and the Servicer Trustee an Initial Certification, in the form annexed hereto as Exhibit E, and shall deliver to the Depositor and the Trustee a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, within ninety (90) days after the Closing Date (or, with respect to any Substitute Mortgage Loan, within thirty (30) days after the receipt of the Mortgage File by the Custodian) to the effect that, as to each applicable Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by delivered to it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1)2, (2)8, (3)33, (15), (18) and (22) 34 of the Data Tape Information Mortgage Loan Schedule respecting such Mortgage Loan is correct; correct and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the The Custodian shall be not responsible to verify for verifying the validity, sufficiency or genuineness of any document in any Custodial File. The Custodian shall retain possession and custody of each Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time. The Custodian shall notify the Trustee of any Mortgage Loan Seller shall deliver Loans that do not conform to the Servicer copies requirements of all trailing documents required Sections 2.01 and 2.02 hereof by delivery of the Document Certification and Exception Report. In its capacity as "Assignee" under the Step 2 Assignment Agreements, the Trustee at the direction of the Depositor shall enforce the obligation of the Responsible Party to be included cure or repurchase Mortgage Loans that do not conform to such requirements as determined in the Custodial File at Custodian's review as required herein, by notifying the same time Responsible Party to correct or cure such default. In its capacity as Assignee under the original or certified copies thereof are delivered Step 2 Assignment Agreements, the Trustee shall enforce the obligation of the Responsible Party under the Step 1 Assignment Agreements, and to the Custodianextent applicable, including but not limited of the Servicer under the Servicing Agreement, to cure or repurchase Mortgage Loans for which there is a defect or a breach of a representation or warranty thereunder of which a Responsible Officer of the Trustee has actual knowledge, by notifying the applicable party to correct or cure such documents default. If the Servicer, the Responsible Party or the Purchaser, as the title insurance policy case may be, fails or is unable to correct or cure the defect or breach within the period set forth in the applicable agreement, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable party to correct or cure, the Trustee shall notify such party to repurchase the Mortgage Loan. If, within ten (10) Business Days of receipt of such notice by such party, such party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the Servicer, the Responsible Party and any other Mortgage Loan documents upon return the Purchaser, as applicable, under this Agreement, if the Trustee has received written notice from the public recording office. The documents shall be delivered by Depositor directing the Mortgage Loan Seller at the Mortgage Loan Seller’s expense Trustee to the Servicerpursue such remedies.

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledgeExcept as set forth in the Exception Report delivered contemporaneously herewith (the "Exception Report"), the Custodian, on the Closing Date, receipt by the Custodian behalf of the Trustee, acknowledges receipt of the Mortgage Note for each Mortgage Loan and delivery of a Mortgage File (but does not acknowledge receipt of all documents identified required to be included in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”), such Mortgage File) with respect to each Mortgage Loan and declares that it holds and will hold such documents and the any other documents constituting a part of the Mortgage Files delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Depositor will cause the Seller to repurchase any Mortgage Loan to which a material exception was taken in the Exception Report unless such exception is cured within 45 Business Days of the Closing Date. The Custodian, on behalf of the Trustee, acknowledges receipt of the Transfer Agreement, the Bring Down Letter and the Sale Agreement. The Certificate Administrator acknowledges receipt of the Swap Agreement. The Custodian agrees, for the benefit of Certificateholders and the NIMs Insurer, to review each Mortgage File delivered to it within 60 days after the Closing Date to ascertain and to certify, within 70 days of the Closing Date, to the NIMs Insurer, the Depositor, the Trustee and the Servicer that all documents required by Section 2.01 have been executed and received, and that such documents relate to the Mortgage Loans identified in Exhibit B that have been conveyed to it. If the Custodian finds any document or documents constituting a part of a Mortgage File to be missing or defective (that is, mutilated, damaged, defaced or unexecuted) in any material respect, the Custodian shall maintain possession promptly (and in any event within no more than five Business Days) after such finding so notify the NIMs Insurer, the Servicer, the Seller, the Certificate Administrator, the Trustee and the Depositor. In addition, the Custodian shall also notify the NIMs Insurer, the Servicer, the Seller, the Certificate Administrator, the Trustee and the Depositor if the original Mortgage with evidence of recording thereon with respect to a Mortgage Loan is not received within 70 days of the Closing Date; if it has not been received because of a delay caused by the public recording office where such Mortgage has been delivered for recordation, the Depositor shall deliver or cause to be delivered to the Custodian written notice stating that such Mortgage has been delivered to the appropriate public recording office for recordation and thereafter the Depositor shall deliver or cause to be delivered such Mortgage with evidence of recording thereon upon receipt thereof from the public recording office. The Trustee shall request that the Seller correct or cure such omission, defect or other irregularity, or substitute a Mortgage Loan pursuant to the provisions of Section 2.03, within 90 days from the date the Seller was notified of such omission or defect and, if the Seller does not correct or cure such omission or defect within such period, that the Seller purchase such Mortgage Loan from the Trust Fund within 90 days from the date the Seller was notified of such omission, defect or other irregularity at the Purchase Price of such Mortgage Loan. The Purchase Price for any Mortgage Loan purchased pursuant to this Section 2.02 shall be paid to the Servicer and deposited by the Servicer in the Certificate Account or Collection Account, as appropriate, promptly upon receipt, and, upon receipt by the Custodian of written notification of such deposit signed by a Servicing Officer, the Custodian, upon receipt of a Request for Release, shall promptly release to the Seller the related Mortgage Notes File and the Trustee shall execute and deliver such instruments of transfer or assignment, without recourse, as shall be requested by the Seller and necessary to vest in the States of MinnesotaSeller or its designee, Californiaas the case may be, any Mortgage Loan released pursuant hereto, and Utah unless otherwise permitted neither the Trustee nor the Custodian shall have any further responsibility with regard to such Mortgage Loan. It is understood and agreed that the obligation of the Seller to purchase, cure or substitute any Mortgage Loan as to which a material defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to the Trustee on behalf of Certificateholders and the NIMs Insurer. The preceding sentence shall not, however, limit any remedies available to the Certificateholders, the NIMs Insurer, the Depositor or the Trustee pursuant to the Sale Agreement, the Transfer Agreement and the Bring-Down Letter. The Custodian shall be under no duty or obligation to inspect, review and examine such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, recordable or appropriate to the represented purpose, or that they have actually been recorded, or that they are other than what they purport to be on their face. The Servicer, the Certificate Administrator, the Trustee and the Custodian shall keep confidential the name of each Mortgagor except as required by this Agreement and the Servicer, the Certificate Administrator, the Trustee and the Custodian shall not solicit any such Mortgagor for the purpose of refinancing the related Mortgage Loan; notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Rating AgenciesCustodian, Trustee, the Servicer or the Certificate Administrator from sources other than the other parties hereto, (ii) disclosure of any and all information (A) if required by any applicable law, rule or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any aspects of the Custodian's business or that of its affiliates, (C) pursuant to any subpoena, civil investigation demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Custodian or any affiliate or an officer, director, employer or shareholder thereof is a party or (D) to any affiliate, independent or internal auditor, agent, employee or attorney of the Trustee, the Custodian, the Servicer or the Certificate Administrator having a need to know the same, provided that the Trustee, the Custodian, the Servicer or the Certificate Administrator, as applicable, advises such recipient of the confidential nature of the information being disclosed, or (iii) any other disclosure authorized by the Depositor. In connection with It is understood and agreed that all rights and benefits relating to the solicitation of any Mortgagors and the attendant rights, title and interest in and to the list of Mortgagors and data relating to their Mortgages shall be retained by the Servicer. Within 70 days of the Closing Date, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Trustee an Initial Certification prior to the Closing DateNIMs Insurer, or, as the Depositor agrees on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodian File. Within 90 days after the Closing Date, the Custodian shall ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F are in its possession, and shall deliver to the Depositor, the Trustee, the Mortgage Loan Seller Seller, the Certificate Administrator and the Servicer a Document Certification and Exception Reportthe Custodian's Certification, substantially in the form annexed hereto as of Exhibit FD attached hereto, to evidencing the effect that, as to each Mortgage Loan listed in completeness of the Mortgage Loan Schedule (other than Files, with any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2), (3), (15), (18) and (22) of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the Custodian shall be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. The Custodian shall retain possession and custody of each Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time. The Mortgage Loan Seller shall deliver to the Servicer copies of all trailing documents required to be included in the Custodial File at the same time the original or certified copies thereof are delivered to the Custodian, including but not limited to such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents shall be delivered by the Mortgage Loan Seller at the Mortgage Loan Seller’s expense to the Servicerexceptions noted thereto.

Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, on the Closing Date, receipt by the Custodian of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”), and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall maintain possession of the related Mortgage Notes in the States of Minnesota, California, and Utah unless otherwise permitted by the Rating Agencies. In connection with the Closing Date, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor Depositor, the Securities Administrator, the Servicer and the Trustee Trustee, an Initial Certification prior to the Closing Date, or, as the Depositor agrees on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodian File. Within 90 days after of the Closing Date, the Custodian shall ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F are in its possession, and shall deliver to the Depositor, the Securities Administrator, the Trustee, the Mortgage Loan Seller and Originator, the Servicer Servicer, a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1)Mortgage Loan identifying number, (2), (3), (15), (18) the state and (22) five-digit ZIP code of the Data Tape Information respecting such Mortgaged Property and the original principal balance of the Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the Custodian shall be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. The Custodian shall retain possession and custody of each Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Custodian, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time. The Mortgage Loan Seller shall deliver to the Servicer copies of all trailing documents required to be included in the Custodial File at the same time the original or certified copies thereof are delivered to the Custodian, including but not limited to such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents shall be delivered by the Mortgage Loan Seller at the Mortgage Loan Seller’s expense to the Servicer.