Common use of Custodial Accounts Clause in Contracts

Custodial Accounts. In accordance with this Indenture and the Issuer Account Control Agreement, the Trustee shall, prior to the Signing Date, cause to be established by the Custodian a single, segregated non-interest bearing securities account in the name of the Issuer, subject to the security interest of U.S. Bank National Association, as Trustee, for the benefit of the Secured Parties, which shall be designated as the Custodial Account, which shall be maintained with the Custodian in accordance with the Issuer Account Control Agreement. The Custodian shall credit all Portfolio Assets (including, without limitation, Portfolio Assets contributed by the Sole Shareholder pursuant to the Issuer Sale and Contribution Agreement as Voluntary Contributions/Sales) to the Custodial Account upon the delivery by the Issuer (or the Collateral Manager on behalf of the Issuer) or the Sole Shareholder of the relevant duly executed transfer documentation relating to the acquisition thereof by the Issuer to the Custodian. The only permitted withdrawals from the Custodial Account shall be in accordance with the provisions of this Indenture. The Trustee agrees to give the Issuer immediate notice if (to the actual knowledge of a Trust Officer of the Trustee) the Custodial Account or any assets or securities on deposit therein, or otherwise to the credit of the Custodial Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. At any time when all of the Withdrawal Conditions are satisfied, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, transfer from the Custodial Account all or part of any Portfolio Asset (other than a Zero Value Portfolio Asset) specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholder; provided that the transfer documentation for any such transfer shall provide that the settlement of such transfer shall be conditional upon confirmation from the Valuation Agent on such settlement date that the Withdrawal Conditions are still satisfied. At any time, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order, the Trustee shall, transfer from the Custodial Account all or part of any Zero Value Portfolio Asset specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholder.

Custodial Accounts. In (a) The Master Servicer shall enforce the obligation of the Servicer to establish and maintain, or cause the Subservicer to establish and maintain, a Custodial Account in accordance with this Indenture the Servicing Agreement, with records to be kept with respect thereto on a Mortgage Loan by Mortgage Loan basis, into which account shall be deposited within two (2) Business Days of receipt, all collections of principal and interest on any Mortgage Loan and any REO Property received by the Servicer or the Subservicer, including Principal Prepayments, Insurance Proceeds, Prepayment Charges, Liquidation Proceeds, and advances made from the Servicer’s or the Subservicer’s own funds (less subservicing compensation as permitted by the Servicing Agreement in the case of the Subservicer) and all other amounts to be deposited in the Custodial Account. The Custodial Account shall be an Eligible Account. Each of the Servicer and the Issuer Subservicer is hereby authorized to make withdrawals from and deposits to the Custodial Account Control for purposes required or permitted by this Agreement. To the extent provided in the Servicing Agreement, the Trustee shall, prior to Custodial Account shall be held by a Designated Depository Institution and segregated on the Signing Date, cause to be established by the Custodian a single, segregated non-interest bearing securities account in the name books of the Issuer, subject to the security interest of U.S. Bank National Association, as Trustee, such institution for the benefit of the Secured PartiesNoteholders. (b) To the extent provided in the Servicing Agreement, which amounts on deposit in the Custodial Account may be invested in Permitted Investments for the benefit of Noteholders and, except as provided in the preceding paragraph, not commingled with any other funds. Such Permitted Investments shall mature, or shall be designated as subject to redemption or withdrawal, no later than the date on which such funds are required to be withdrawn for deposit in the Payment Account, and shall be held until required for such deposit. The income earned from Permitted Investments made pursuant to this Section 4.01 shall be paid to the Servicer or the Subservicer under the Servicing Agreement, and the risk of loss of moneys required to be distributed to the Noteholders resulting from such investments shall be borne by and be the risk of the Servicer or the Subservicer . The Servicer or the Subservicer (to the extent required by the Servicing Agreement) shall deposit the amount of any such loss in the Custodial AccountAccount within two (2) Business Days of receipt of notification of such loss but not later than the second Business Day prior to the Payment Date on which the moneys so invested are required to be distributed to the Noteholders. (c) On or before each Servicer Remittance Date, which the Servicer or the Subservicer shall withdraw or shall cause to be maintained withdrawn from its Custodial Account and shall remit the same to the Master Servicer for immediate deposit into the Collection Account (as defined in Section 4.03 below) amounts representing the following collections and payments (other than with respect to principal of or interest on the Custodian in accordance with Mortgage Loans due on or before the Issuer Account Control Agreement. The Custodian shall credit all Portfolio Assets Cut-off Date): (including, without limitation, Portfolio Assets contributed i) Scheduled Payments on the Mortgage Loans received or any related portion thereof advanced by the Sole Shareholder Servicer or the Subservicer pursuant to the Issuer Sale Servicing Agreement which were due on or before the related Due Date, net of the amount thereof comprising the Subservicing Fee or any fees with respect to any lender-paid primary mortgage insurance policy; (ii) Principal Prepayments in full, Prepayment Charges and Contribution Agreement as Voluntary Contributions/Sales) any Liquidation Proceeds received by the Servicer with respect to the Custodial Account upon Mortgage Loans in the delivery related Prepayment Period, with interest to the date of prepayment or liquidation, net of the amount thereof comprising the Subservicing Fee; (iii) Principal Prepayments in part received by the Issuer (Servicer or the Collateral Manager on behalf of Subservicer for the IssuerMortgage Loans in the related Prepayment Period; and (iv) or the Sole Shareholder of the relevant duly executed transfer documentation relating Any amount to the acquisition thereof be used as a Monthly Advance. (d) Withdrawals may be made by the Issuer to Subservicer and the Custodian. The only permitted withdrawals Servicer, as the case may be, from the Custodial Account shall be in accordance with only for the provisions of this Indenture. The Trustee agrees to give the Issuer immediate notice if (purposes permitted pursuant to the actual knowledge of a Trust Officer of the Trustee) the Custodial Account or any assets or securities on deposit therein, or otherwise to the credit of the Custodial Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. At any time when all of the Withdrawal Conditions are satisfied, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, transfer from the Custodial Account all or part of any Portfolio Asset (other than a Zero Value Portfolio Asset) specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholder; provided that the transfer documentation for any such transfer shall provide that the settlement of such transfer shall be conditional upon confirmation from the Valuation Agent on such settlement date that the Withdrawal Conditions are still satisfied. At any time, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order, the Trustee shall, transfer from the Custodial Account all or part of any Zero Value Portfolio Asset specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole ShareholderServicing Agreement.

Custodial Accounts. The Replacement Reserve Account shall be an interest-bearing account that meets the standards for custodial accounts as required by Lender from time to time. Lender shall not be responsible for any losses resulting from the investment of the Replacement Reserve Deposits or for obtaining any specific level or percentage of earnings on such investment. All interest, if any, earned on the Replacement Reserve Deposits shall be added to and become part of the Replacement Reserve Account; provided, however, if applicable law requires, and so long as no Event of Default has occurred and is continuing under any of the Loan Documents, Lender shall pay to Borrower the interest earned on the Replacement Reserve Account not less frequently than the Replacement Reserve Account Interest Disbursement Frequency. Lender shall not be obligated to deposit the Repairs Escrow Deposits or any funds held in the Restoration Reserve Account into an interest-bearing account. In accordance with this Indenture no event shall Lender be obligated to disburse funds from any Reserve/Escrow Account if an Event of Default has occurred and is continuing. Disbursements by Lender Only. Only Lender or a designated representative of Lender may make disbursements from the Reserve/Escrow Accounts and the Issuer Account Control AgreementRepairs Escrow Account. Except as provided in Section 13.2(oooooo)(24), disbursements shall only be made upon Borrower request and after satisfaction of all conditions for disbursement. Adjustment to Deposits. Mortgage Loan Terms Exceeding Ten (10) Years. If the Trustee shall, prior to the Signing Date, cause to be established by the Custodian a single, segregated non-interest bearing securities account Loan Term exceeds ten (10) years (or five (5) years in the name case of any Mortgaged Property that is an “affordable housing property” as indicated on the Summary of Loan Terms), a property condition assessment shall be ordered by Lender for the Mortgaged Property at the expense of Borrower (which expense may be paid out of the Issuer, subject to Replacement Reserve Account if excess funds are available). The property condition assessment shall be performed no earlier than the security interest of U.S. Bank National Association, as Trustee, for sixth (6th) month and no later than the benefit ninth (9th) month of the Secured Parties, which shall be designated as tenth (10th) Loan Year and every tenth (10th) Loan Year thereafter if the Custodial Account, which shall be maintained with the Custodian in accordance with the Issuer Account Control Agreement. The Custodian shall credit all Portfolio Assets Loan Term exceeds twenty (including, without limitation, Portfolio Assets contributed by the Sole Shareholder pursuant to the Issuer Sale and Contribution Agreement as Voluntary Contributions/Sales20) to the Custodial Account upon the delivery by the Issuer years (or the Collateral Manager fifth (5th) Loan Year in the case of any Mortgaged Property that is an “affordable housing property” as indicated on behalf the Summary of Loan Terms and every fifth (5th) Loan Year thereafter if the Loan Term exceeds ten (10) years). After review of the Issuer) or property condition assessment, the Sole Shareholder amount of the relevant duly executed transfer documentation relating Monthly Replacement Reserve Deposit may be adjusted by Lender for the remaining Loan Term by written notice to Borrower so that the acquisition thereof by Monthly Replacement Reserve Deposits are sufficient to fund the Issuer Replacements as and when required and/or the amount to the Custodian. The only permitted withdrawals from the Custodial Account shall be in accordance with the provisions of this Indenture. The Trustee agrees to give the Issuer immediate notice if (to the actual knowledge of a Trust Officer of the Trustee) the Custodial Account or any assets or securities on deposit therein, or otherwise to the credit of the Custodial Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. At any time when all of the Withdrawal Conditions are satisfied, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, transfer from the Custodial Account all or part of any Portfolio Asset (other than a Zero Value Portfolio Asset) specified held in the direction from the Collateral Manager to the Sole Shareholder or a Person designated Repairs Escrow Account may be adjusted by the Sole Shareholder; provided Lender so that the transfer documentation for any such transfer shall provide that Repairs Escrow Deposit is sufficient to fund the settlement of such transfer shall be conditional upon confirmation from the Valuation Agent on such settlement date that the Withdrawal Conditions are still satisfied. At any time, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, Repairs as and upon receipt of such Issuer Order, the Trustee shall, transfer from the Custodial Account all or part of any Zero Value Portfolio Asset specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholderwhen required.

Custodial Accounts. In (a) The Master Servicer shall enforce the obligation of the Servicer to establish and maintain, or cause the Subservicer to establish and maintain, a Custodial Account in accordance with this Indenture the Servicing Agreement, with records to be kept with respect thereto on a Mortgage-Loan-by-Mortgage-Loan basis, into which account shall be deposited within two Business Days of receipt, all collections of principal and interest on any Mortgage Loan and any REO Property received by the Servicer or the Subservicer, including Principal Prepayments, Insurance Proceeds, Prepayment Charges, Liquidation Proceeds and advances made from the Servicer’s or the Subservicer’s own funds (less subservicing compensation as permitted by the Servicing Agreement in the case of the Subservicer) and all other amounts to be deposited in the Custodial Account. The Custodial Account shall be an Eligible Account. Each of the Servicer and the Issuer Subservicer is hereby authorized to make withdrawals from and deposits to the Custodial Account Control for purposes required or permitted by this Agreement. To the extent provided in the Servicing Agreement, the Trustee shall, prior to Custodial Account shall be held by a Depository Institution and segregated on the Signing Date, cause to be established by the Custodian a single, segregated non-interest bearing securities account in the name books of the Issuer, subject to the security interest of U.S. Bank National Association, as Trustee, such institution for the benefit of the Secured PartiesCertificateholders. (b) To the extent provided in the Servicing Agreement, which amounts on deposit in the Custodial Account may be invested in Permitted Investments and, except as provided in the preceding paragraph, shall not be commingled with any other funds. Such Permitted Investments shall mature, or shall be designated as subject to redemption or withdrawal, no later than the date on which such funds are required to be withdrawn for deposit in the Distribution Account, and such funds shall be held until required for such deposit. The income earned from Permitted Investments made pursuant to this Section 4.01 shall be paid to the Servicer or the Subservicer under the Servicing Agreement, and the risk of loss of moneys required to be distributed to the Certificateholders resulting from such investments shall be borne by and be the risk of the Servicer or the Subservicer. The Servicer or the Subservicer (to the extent required by the Servicing Agreement) shall deposit the amount of any such loss in the Custodial AccountAccount within two Business Days of receipt of notification of such loss but not later than the second Business Day prior to the Distribution Date on which the moneys so invested are required to be distributed to the Certificateholders. (c) On or before each Servicer Remittance Date, which the Servicer or the Subservicer shall withdraw or shall cause to be maintained withdrawn from its Custodial Account and shall remit the same to the Master Servicer for immediate deposit into the Collection Account amounts representing the following collections and payments (other than with respect to principal of or interest on the Custodian in accordance with Mortgage Loans due on or before the Issuer Account Control Agreement. The Custodian shall credit all Portfolio Assets Cut-off Date): (including, without limitation, Portfolio Assets contributed i) Monthly Payments received or any related portion thereof advanced by the Sole Shareholder Servicer or the Subservicer pursuant to the Issuer Sale Servicing Agreement that were due on or before the related Due Date, net of the amount thereof comprising the Servicing Fee or any fees with respect to any lender-paid primary mortgage insurance policy; (ii) Principal Prepayments in full, Prepayment Charges and Contribution Agreement as Voluntary Contributions/Sales) any Liquidation Proceeds received by the Servicer with respect to the Custodial Account upon Mortgage Loans in the delivery related Prepayment Period, with interest to the date of prepayment or liquidation, net of the amount thereof comprising the Servicing Fee; (iii) Principal Prepayments in part received by the Issuer (Servicer or the Collateral Manager on behalf of Subservicer for the IssuerMortgage Loans in the related Prepayment Period; and (iv) or the Sole Shareholder of the relevant duly executed transfer documentation relating Any amount to the acquisition thereof be used as a P&I Advance. (d) Withdrawals may be made by the Issuer to Subservicer and the Custodian. The only permitted withdrawals Servicer, as the case may be, from the Custodial Account shall be in accordance with only for the provisions of this Indenture. The Trustee agrees to give the Issuer immediate notice if (purposes permitted pursuant to the actual knowledge of a Trust Officer of the Trustee) the Custodial Account or any assets or securities on deposit therein, or otherwise to the credit of the Custodial Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. At any time when all of the Withdrawal Conditions are satisfied, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, transfer from the Custodial Account all or part of any Portfolio Asset (other than a Zero Value Portfolio Asset) specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholder; provided that the transfer documentation for any such transfer shall provide that the settlement of such transfer shall be conditional upon confirmation from the Valuation Agent on such settlement date that the Withdrawal Conditions are still satisfied. At any time, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order, the Trustee shall, transfer from the Custodial Account all or part of any Zero Value Portfolio Asset specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole ShareholderServicing Agreement.

Custodial Accounts. In accordance with this Indenture and If the Issuer Account Control Agreementis opened under either the Uniform Gifts to Minors Act or the Uniform Transfers to Minors Act (UGMA or UTMA), the Trustee shallCustodian represents that all assets in the Account belong to the beneficiary and that the Custodian will only use the assets for the beneficiary’s benefit. The Custodian agrees to transfer and deliver to the beneficiary all securities and other property held in the Account promptly upon the beneficiary attaining the age specified by the governing state law for termination of the custodianship. The age of custodianship termination varies by state, although many states set the maximum age for termination at 21. If you do not indicate a termination age, the Account will be set up using the default age for termination in the Custodian’s state of residence. If the termination age selected is different from the state’s default age, the Custodian agrees and acknowledges that he (she) is responsible under UGMA or UTMA for determining the proper termination age and that ▇▇▇▇▇▇▇ is not responsible for doing so. If you have questions about the termination age, please consult your legal or tax adviser. Upon the termination of the custodianship, the Custodian agrees to provide ▇▇▇▇▇▇▇, upon request, with the beneficiary’s address, phone number and any other information that may assist ▇▇▇▇▇▇▇ in contacting the beneficiary. The Custodian instructs ▇▇▇▇▇▇▇, without further notice or instruction from the Custodian, to register the Account into the beneficiary’s name as soon as commercially practicable after the termination of the custodianship. In addition, the Custodian acknowledges that ▇▇▇▇▇▇▇ may restrict the Custodian’s access to the Account upon termination of the custodianship. Accounts with less than $100 in cash 30 days prior to the Signing Date, cause termination of the custodianship will be closed and a check for the value of the Account will be mailed to the Custodian. The check will be established by made payable to the Custodian a single, segregated non-interest bearing securities account in the name of the Issuer, subject to the security interest of U.S. Bank National Association, as Trustee, for the benefit of the Secured Parties, which shall be designated as the Custodial Account, which shall be maintained with the Custodian in accordance with the Issuer Account Control Agreement. The Custodian shall credit all Portfolio Assets (including, without limitation, Portfolio Assets contributed by the Sole Shareholder pursuant to the Issuer Sale and Contribution Agreement as Voluntary Contributions/Sales) to the Custodial Account upon the delivery by the Issuer (or the Collateral Manager on behalf of the Issuer) or the Sole Shareholder of the relevant duly executed transfer documentation relating to the acquisition thereof by the Issuer to the Custodian. The only permitted withdrawals from the Custodial Account shall be in accordance with the provisions of this Indenture. The Trustee agrees to give the Issuer immediate notice if (to the actual knowledge of a Trust Officer of the Trustee) the Custodial Account or any assets or securities on deposit therein, or otherwise to the credit of the Custodial Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. At any time when all of the Withdrawal Conditions are satisfied, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, transfer from the Custodial Account all or part of any Portfolio Asset (other than a Zero Value Portfolio Asset) specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholder; provided that the transfer documentation for any such transfer shall provide that the settlement of such transfer shall be conditional upon confirmation from the Valuation Agent on such settlement date that the Withdrawal Conditions are still satisfied. At any time, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order, the Trustee shall, transfer from the Custodial Account all or part of any Zero Value Portfolio Asset specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole ShareholderBeneficiary.

Custodial Accounts. In (a) The Master Servicer shall enforce the obligation of the Servicer to establish and maintain, or cause the Subservicer to establish and maintain, a Custodial Account in accordance with this Indenture the Servicing Agreement, with records to be kept with respect thereto on a Mortgage-Loan-by-Mortgage-Loan basis, into which account shall be deposited within two (2) Business Days of receipt, all collections of principal and interest on any Mortgage Loan and any REO Property received by the Servicer or the Subservicer, including Principal Prepayments, Insurance Proceeds, Prepayment Charges, Liquidation Proceeds and advances made from the Servicer’s or the Subservicer’s own funds (less subservicing compensation as permitted by the Servicing Agreement in the case of the Subservicer) and all other amounts to be deposited in the Custodial Account. The Custodial Account shall be an Eligible Account. Each of the Servicer and the Issuer Subservicer is hereby authorized to make withdrawals from and deposits to the Custodial Account Control for purposes required or permitted by this Agreement. To the extent provided in the Servicing Agreement, the Trustee shall, prior to Custodial Account shall be held by a Designated Depository Institution and segregated on the Signing Date, cause to be established by the Custodian a single, segregated non-interest bearing securities account in the name books of the Issuer, subject to the security interest of U.S. Bank National Association, as Trustee, such institution for the benefit of the Secured PartiesCertificateholders. (b) To the extent provided in the Servicing Agreement, which amounts on deposit in the Custodial Account may be invested in Permitted Investments for the benefit of Certificateholders and, except as provided in the preceding paragraph, not commingled with any other funds. Such Permitted Investments shall mature, or shall be designated as subject to redemption or withdrawal, no later than the date on which such funds are required to be withdrawn for deposit in the Distribution Account, and such funds shall be held until required for such deposit. The income earned from Permitted Investments made pursuant to this Section 4.01 shall be paid to the Servicer or the Subservicer under the Servicing Agreement, and the risk of loss of moneys required to be distributed to the Certificateholders resulting from such investments shall be borne by and be the risk of the Servicer or the Subservicer. The Servicer or the Subservicer (to the extent required by the Servicing Agreement) shall deposit the amount of any such loss in the Custodial AccountAccount within two (2) Business Days of receipt of notification of such loss but not later than the second (2nd) Business Day prior to the Distribution Date on which the moneys so invested are required to be distributed to the Certificateholders. (c) On or before each Servicer Remittance Date, which the Servicer or the Subservicer shall withdraw or shall cause to be maintained withdrawn from its Custodial Account and shall remit the same to the Master Servicer for immediate deposit into the Collection Account (as described in Section 4.03 below) amounts representing the following collections and payments (other than with respect to principal of or interest on the Custodian in accordance with Mortgage Loans due on or before the Issuer Account Control Agreement. The Custodian shall credit all Portfolio Assets Cut-off Date): (including, without limitation, Portfolio Assets contributed i) Scheduled Payments on the Mortgage Loans received or any related portion thereof advanced by the Sole Shareholder Servicer or the Subservicer pursuant to the Issuer Sale Servicing Agreement that were due on or before the related Due Date, net of the amount thereof comprising the Subservicing Fee or any fees with respect to any lender-paid primary mortgage insurance policy; (ii) Principal Prepayments in full, Prepayment Charges and Contribution Agreement as Voluntary Contributions/Sales) any Liquidation Proceeds received by the Servicer with respect to the Custodial Account upon Mortgage Loans in the delivery related Prepayment Period, with interest to the date of prepayment or liquidation, net of the amount thereof comprising the Subservicing Fee; (iii) Principal Prepayments in part received by the Issuer (Servicer or the Collateral Manager on behalf of Subservicer for the IssuerMortgage Loans in the related Prepayment Period; and (iv) or the Sole Shareholder of the relevant duly executed transfer documentation relating Any amount to the acquisition thereof be used as a P&I Advance. (d) Withdrawals may be made by the Issuer to Subservicer and the Custodian. The only permitted withdrawals Servicer, as the case may be, from the Custodial Account shall be in accordance with only for the provisions of this Indenture. The Trustee agrees to give the Issuer immediate notice if (purposes permitted pursuant to the actual knowledge of a Trust Officer of the Trustee) the Custodial Account or any assets or securities on deposit therein, or otherwise to the credit of the Custodial Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. At any time when all of the Withdrawal Conditions are satisfied, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, transfer from the Custodial Account all or part of any Portfolio Asset (other than a Zero Value Portfolio Asset) specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholder; provided that the transfer documentation for any such transfer shall provide that the settlement of such transfer shall be conditional upon confirmation from the Valuation Agent on such settlement date that the Withdrawal Conditions are still satisfied. At any time, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order, the Trustee shall, transfer from the Custodial Account all or part of any Zero Value Portfolio Asset specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole ShareholderServicing Agreement.

Custodial Accounts. The Replacement Reserve Account shall be an interest-bearing account that meets the standards for custodial accounts as required by Lender from time to time. Lender shall not be responsible for any losses resulting from the investment of the Replacement Reserve Deposits or for obtaining any specific level or percentage of earnings on such investment. All interest, if any, earned on the Replacement Reserve Deposits shall be added to and become part of the Replacement Reserve Account; provided, however, if applicable law requires, and so long as no Event of Default has occurred and is continuing under any of the Loan Documents, Lender shall pay to Borrower the interest earned on the Replacement Reserve Account not less frequently than the Replacement Reserve Account Interest Disbursement Frequency. Lender shall not be obligated to deposit the Repairs Escrow Deposits or any funds held in the Restoration Reserve Account into an interest-bearing account. In accordance with this Indenture no event shall Lender be obligated to disburse funds from any Reserve/Escrow Account if an Event of Default has occurred and is continuing. Disbursements by Lender Only. Only Lender or a designated representative of Lender may make disbursements from the Reserve/Escrow Accounts and the Issuer Repairs Escrow Account. Except as provided in Section 13.2(aaaaaa)(21), disbursements shall only be made upon Borrower request and after satisfaction of all conditions for disbursement. Adjustment to Deposits. Mortgage Loan Terms Exceeding Ten (10) Years. If the Loan Term exceeds ten (10) years (or five (5) years in the case of any Mortgaged Property that is an “affordable housing property” as indicated on the Summary of Loan Terms), a property condition assessment shall be ordered by Lender for the Mortgaged Property at the expense of Borrower (which expense may be paid out of the Replacement Reserve Account Control Agreementif excess funds are available). The property condition assessment shall be performed no earlier than the sixth (6th) month and no later than the ninth (9th) month of the tenth (10th) Loan Year and every tenth (10th) Loan Year thereafter if the Loan Term exceeds twenty (20) years (or the fifth (5th) Loan Year in the case of any Mortgaged Property that is an “affordable housing property” as indicated on the Summary of Loan Terms and every fifth (5th) Loan Year thereafter if the Loan Term exceeds ten (10) years). After review of the property condition assessment, the Trustee shallamount of the Monthly Replacement Reserve Deposit may be adjusted by Lender for the remaining Loan Term by written notice to Borrower so that the Monthly Replacement Reserve Deposits are sufficient to fund the Replacements as and when required and/or the amount to be held in the Repairs Escrow Account may be adjusted by Lender so that the Repairs Escrow Deposit is sufficient to fund the Repairs as and when required. Transfers. In connection with any Transfer of the Mortgaged Property, prior or any Transfer of an ownership interest in Borrower, Guarantor, or Key Principal that requires Lender’s consent, Lender may review the amounts on deposit, if any, in the Reserve/Escrow Accounts, the amount of the Monthly Replacement Reserve Deposit and the likely repairs and replacements required by the Mortgaged Property, and the related contingencies which may arise during the remaining Loan Term. Based upon that review, Lender may require an additional deposit to the Signing DateReplacement Reserve Account, cause to be established by the Custodian a singleRepairs Escrow Account, segregated non-interest bearing securities account or the Restoration Reserve Account, or an increase in the name amount of the IssuerMonthly Replacement Reserve Deposit as a condition to Lender’s consent to such Transfer. Insufficient Funds. Lender may, subject upon thirty (30) days’ prior written notice to Borrower, require an additional deposit(s) to the security interest of U.S. Bank National AssociationReplacement Reserve Account, as Trusteethe Repairs Escrow Account, for or the benefit Restoration Reserve Account, or an increase in the amount of the Secured PartiesMonthly Replacement Reserve Deposit, which shall be designated as if Lender determines that the Custodial Accountamounts on deposit in any of the Reserve/Escrow Accounts are not sufficient to cover the costs for Required Repairs, which shall be maintained with Required Replacements, or the Custodian in accordance with the Issuer Account Control Agreement. The Custodian shall credit all Portfolio Assets (includingRestoration or, without limitation, Portfolio Assets contributed by the Sole Shareholder pursuant to the Issuer Sale terms of Section 13.2(aaaaaa)(22), not sufficient to cover the costs for Borrower Requested Repairs, Additional Lender Repairs, Borrower Requested Replacements, or Additional Lender Replacements. Borrower’s agreement to complete the Replacements, the Repairs, or the Restoration as required by this Loan Agreement shall not be affected by the insufficiency of any balance in the Reserve/Escrow Accounts. Disbursements for Replacements, Repairs, and Contribution Agreement as Voluntary Contributions/Sales) Restoration. With respect to Replacements, disbursement requests may only be made after completion of the applicable Replacements and only to reimburse Borrower for the actual approved costs of the Replacements. Lender shall not disburse from the Replacement Reserve Account the costs of routine maintenance to the Custodial Mortgaged Property or for costs which are to be reimbursed from any other Reserve/Escrow Account. Disbursement from the Replacement Reserve Account upon shall not be made more frequently than the delivery by Maximum Replacement Reserve Disbursement Interval. Other than in connection with a final request for disbursement, disbursements from the Issuer (or Replacement Reserve Account shall not be less than the Collateral Manager on behalf Minimum Replacement Reserve Disbursement Amount. With respect to Repairs, disbursement requests may only be made after completion of the Issuer) or applicable Repairs and only to reimburse Borrower for the Sole Shareholder actual cost of the relevant duly executed transfer documentation relating Repairs, up to the acquisition thereof by Maximum Repair Cost. Lender shall not disburse any amounts which would cause the Issuer to funds remaining in the Custodian. The only permitted withdrawals from the Custodial Repairs Escrow Account shall be in accordance with the provisions of this Indenture. The Trustee agrees to give the Issuer immediate notice if (to the actual knowledge of a Trust Officer of the Trustee) the Custodial Account or after any assets or securities on deposit therein, or otherwise to the credit of the Custodial Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. At any time when all of the Withdrawal Conditions are satisfied, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, transfer from the Custodial Account all or part of any Portfolio Asset disbursement (other than with respect to the final disbursement) to be less than the Maximum Repair Cost of the then-current estimated cost of completing all remaining Repairs. Lender shall not disburse from the Repairs Escrow Account the costs of routine maintenance to the Mortgaged Property or for costs which are to be reimbursed from any other Reserve/Escrow Account. Disbursement from the Repairs Escrow Account shall not be made more frequently than the Maximum Repair Disbursement Interval. Other than in connection with a Zero Value Portfolio Asset) specified final request for disbursement, disbursements from the Repairs Escrow Account shall not be less than the Minimum Repairs Disbursement Amount. With respect to Restoration, disbursement requests may only be made after completion of the applicable Restoration and only to reimburse Borrower for the actual approved costs of the Restoration. Each disbursement shall be equal to the amount of the actual approved costs of the Restoration items covered by the disbursement request. In addition, Lender shall not disburse any amounts which would cause the funds remaining in the direction Restoration Reserve Account after any disbursement (other than with respect to the final disbursement) to be less than the then-current estimated cost of completing all remaining Restoration. Lender shall not disburse from the Collateral Manager Restoration Reserve Account the costs of routine maintenance to the Sole Shareholder Mortgaged Property or a Person designated by the Sole Shareholder; provided that the transfer documentation for costs which are to be reimbursed from any such transfer shall provide that the settlement of such transfer shall be conditional upon confirmation other Reserve/Escrow Account. Disbursement from the Valuation Agent on such settlement date that Restoration Reserve Account shall not be made more frequently than the Withdrawal Conditions are still satisfiedMaximum Restoration Reserve Disbursement Interval. At any timeOther than in connection with a final request for disbursement, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order, the Trustee shall, transfer disbursements from the Custodial Restoration Reserve Account all or part of any Zero Value Portfolio Asset specified in shall not be less than the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole ShareholderMinimum Restoration Reserve Disbursement Amount.

Custodial Accounts. In Any custodial Account is subject to the Michigan Uniform Transfers to Minors Act and it is Your responsibility to determine any legal effects related to this type of Account. You understand and agree that the gift of money to the minor named at the time You open such Account includes all dividends thereon and any future additions thereto, is irrevocable and is made in accordance with this Indenture and is to include all provisions of the Issuer Account Control AgreementMichigan Uniform Transfers to Minors Act, the Trustee shall, prior as it is now or hereafter amended. The age of delivery by custodian to the Signing Dateminor shall be upon the age of 18, cause to be established unless otherwise specified by the Custodian custodian. TRUST ACCOUNTS. Trust Accounts will only be opened by the Credit Union if the Trust documentation presented by You to the Credit Union is in a singlemanner acceptable to Our policies. It is Your responsibility to determine and understand any legal effects related to this type of Account. We require all Trust Accounts to name a beneficiary. You agree that all sums, segregated non-interest bearing securities account whenever paid to the Trust Account, shall be held by the Trustee(s) in trust for the name of the Issuerbeneficiary(ies) named, subject to the security interest of U.S. Bank National Association, as Trustee, for the benefit right of the Secured PartiesTrustee(s) to revoke the same in whole or in part by, which shall be designated as the Custodial Account, which shall be maintained with the Custodian in accordance with the Issuer Account Control Agreement. The Custodian shall credit all Portfolio Assets (including, without limitation, Portfolio Assets contributed by the Sole Shareholder pursuant and to the Issuer Sale and Contribution Agreement as Voluntary Contributions/Sales) to extent of, the Custodial Account withdrawal of sums from the Account. Upon the death of the Trustee (or if more than one, upon the delivery by the Issuer (or the Collateral Manager on behalf death of the Issuer) or last surviving Trustee), the Sole Shareholder of balance remaining in the relevant duly executed transfer documentation relating to the acquisition thereof by the Issuer to the Custodian. The only permitted withdrawals from the Custodial Account shall be distributed by the Credit Union to the beneficiary or, if there is more than one beneficiary, then to the beneficiaries then living in accordance with equal shares unless otherwise designated in the provisions Trust documentation. Where more than one Trustee appears on the Account, withdrawals and the pledge of this Indentureshares against loans may be made by any Trustee acting alone (unless two signatures are required). Shares paid in by the Trustees shall be owned equally. Upon the death of one Trustee, all rights in and to the Account shall belong to any surviving Trustee. In the event of conflicting demands for funds under the Account, the Credit Union may require the signatures of each of the Trustees. For Revocable and Living Trust Accounts, the individual establishing the Trust (the "Settlor") must be a member of the Credit Union and any withdrawal of Trust Account funds will be deemed a revocation of the Trust to the extent of any such withdrawal unless otherwise provided for in the Trust documentation. If the Account Designation shows a payable-on-death status, any Beneficiary has rights to the Account: (a) if the Beneficiary is a natural person, only if the Beneficiary is alive and only if the Settlor is deceased; (b) if the Beneficiary is a charity or other non-profit organization, only if the charity or non-profit organization is in operation as a validly constituted, registered and/or licensed entity under applicable state law, and only if the Settlor is deceased. If the Beneficiary dies (in the case of a natural person), or is no longer in operation as a validly constituted, registered and/or licensed entity under applicable state law (in the case of a charity or non-profit organization), the Trust is terminated. The Trustee agrees to give Settlor may change the Issuer immediate notice if (Beneficiary at any time by providing Us adequate proof of such change in a manner acceptable to the actual knowledge of a Trust Officer of the Trustee) the Custodial Account or any assets or securities on deposit therein, or otherwise to the credit of the Custodial Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar processCredit Union. At any time when all of the Withdrawal Conditions are satisfied, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, transfer from the Custodial Account all or part of any Portfolio Asset (other than a Zero Value Portfolio Asset) specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholder; provided that the transfer documentation for any such transfer shall provide that the settlement of such transfer shall be conditional upon confirmation from the Valuation Agent on such settlement date that the Withdrawal Conditions are still satisfied. At If at any time, the Collateral Manager, on behalf Trustee is deemed incompetent by a court of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Orderlegal jurisdiction or is unable or unwilling to serve, the Trustee shall, transfer from Trust documentation shall determine the Custodial Account all or part of any Zero Value Portfolio Asset specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholdersuccessor Trustee.

Custodial Accounts. In accordance with this Indenture and the Issuer Any custodial Account Control Agreement, the Trustee shall, prior to the Signing Date, cause to be established by the Custodian a single, segregated non-interest bearing securities account in the name of the Issuer, is subject to the security interest California Uniform Transfer To Minors Act and it is Your responsibility to determine anylegal effects related to this type of U.S. Bank National AssociationAccount. You understand and agree that the gift of money to the minor named at the time You open such Account includes all dividends thereon and any future additions thereto, as Trustee, for the benefit of the Secured Parties, which shall be designated as the Custodial Account, which shall be maintained with the Custodian is irrevocable and is made in accordance with and is to include all provisions of the Issuer Account Control AgreementCalifornia Uniform Transfer To Minors Act as it is now or hereafter amended. The Custodian shall credit all Portfolio Assets (including, without limitation, Portfolio Assets contributed age of delivery to custodian for benefitof minorshall be upon the age of 18 unless otherwisespecified by the Sole Shareholder pursuant custodian underthe California Uniform Transfer to Minors Act. TRUST ACCOUNTS. TrustAccounts will onlybe opened bythe CreditUnion ifthe Trustdocumentationpresented byYou to the Issuer Sale CreditUnion is in a manneracceptable to Our underwriting policies. It is Your responsibility to determine and Contribution Agreement as Voluntary Contributions/Salesunderstand any legal effects related to this type of Account. We require all Trust Accounts to name a ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ agreethat allsums wheneverpaid to the TrustAccount shall be held by the Trustee(s) in trustfor the Beneficiary(ies)named,subjectto the right of the Trustee(s) to revoke the Custodial Account same in whole or in part by, and to the extent of, the withdrawal of sums from the Account. Upon the death of the Trustee, (or if more than one, upon the delivery by the Issuer (or the Collateral Manager on behalf death of the Issuer) or last surviving Trustee), the Sole Shareholder of balance remaining in the relevant duly executed transfer documentation relating to the acquisition thereof by the Issuer to the Custodian. The only permitted withdrawals from the Custodial Account shall be in accordance with distributed by the provisions of this Indenture. The Trustee agrees to give the Issuer immediate notice if (Credit Union to the actual knowledge Beneficiary or, if there is more than one Beneficiary, then to the Beneficiaries then living in equal shares unless otherwise designated in the Trust documentation. Where more than one Trustee appears on the Account, withdrawals and the pledge of a Trust Officer shares against loans maybe made byany Trustee actingalone(unlesstwo signaturesare required).Shares paid in by the Trustees shall be owned equally. Upon the death of one Trustee, all rights in and to the Account shall belong to anysurviving Trustee. In the event of conflicting demands for funds under the Account, the Credit Union may require the signatures of each of the TrusteeTrustees. For Revocable and Living Trust Accounts, the individual establishing the Trust (the “Settlor”) the Custodial Account or any assets or securities on deposit therein, or otherwise to the credit must be a member of the Custodial AccountCredit Union and, shall become subject to any writ, order, judgment, warrant anywithdrawal of attachment, execution or similar process. At any time when all Trust Account funds will be ▇▇▇▇ ▇▇ a revocation of the Withdrawal Conditions are satisfied, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee Trust to, and upon receipt of such Issuer Order the Trustee shall, transfer from the Custodial Account all or part of any Portfolio Asset (other than a Zero Value Portfolio Asset) specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholder; provided that the transfer documentation for any such transfer shall provide that the settlement of such transfer shall be conditional upon confirmation from the Valuation Agent on such settlement date that the Withdrawal Conditions are still satisfied. At any time, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order, the Trustee shall, transfer from the Custodial Account all or part of any Zero Value Portfolio Asset specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholder.

Custodial Accounts. In accordance with this Indenture The Replacement Reserve Account shall be an interest-bearing account that meets the standards for custodial accounts as required by Lender from time to time. Lender shall not be responsible for any losses resulting from the investment of the Replacement Reserve Deposits or for obtaining any specific level or percentage of earnings on such investment. All interest, if any, earned on the Replacement Reserve Deposits shall be added to and become part of the Issuer Replacement Reserve Account; provided, however, if applicable law requires, and so long as no Event of Default has occurred and is continuing under any of the Loan Documents, Lender shall pay to Borrower the interest earned on the Replacement Reserve Account Control Agreement, not less frequently than the Trustee shall, prior Replacement Reserve Account Interest Disbursement Frequency. Lender shall not be obligated to deposit the Signing Date, cause to be established by the Custodian a single, segregated non-interest bearing securities account Repairs Escrow Deposits or any funds held in the name Restoration Reserve Account into an interest-bearing account. In no event shall Lender be obligated to disburse funds from any Reserve/Escrow Account if an Event of Default has occurred and is continuing. Disbursements by Lender Only. Only Lender or a designated representative of Lender may make disbursements from the Reserve/Escrow Accounts. Disbursements shall only be made upon Borrower request (or Master Lessee request, as directed by Borrower) and after satisfaction of all conditions for disbursement. Adjustment to Deposits. Mortgage Loan Terms Exceeding Ten (10) Years. If the Loan Term exceeds ten (10) years (or five (5) years in the case of any Mortgaged Property that is an “affordable housing property” as indicated on the Summary of Loan Terms), a property condition assessment shall be ordered by Lender for the Mortgaged Property at the expense of Borrower (which expense may be paid out of the Issuer, subject to Replacement Reserve Account if excess funds are available). The property condition assessment shall be performed no earlier than the security interest of U.S. Bank National Association, as Trustee, for sixth month and no later than the benefit ninth month of the Secured Parties, which shall be designated as tenth Loan Year and every tenth Loan Year thereafter if the Custodial Account, which shall be maintained with the Custodian in accordance with the Issuer Account Control Agreement. The Custodian shall credit all Portfolio Assets Loan Term exceeds twenty (including, without limitation, Portfolio Assets contributed by the Sole Shareholder pursuant to the Issuer Sale and Contribution Agreement as Voluntary Contributions/Sales20) to the Custodial Account upon the delivery by the Issuer years (or the Collateral Manager fifth Loan Year in the case of any Mortgaged Property that is an “affordable housing property” as indicated on behalf the Summary of Loan Terms and every fifth Loan Year thereafter if the Loan Term exceeds ten (10) years). After review of the Issuer) or property condition assessment, the Sole Shareholder amount of the relevant duly executed transfer documentation relating Monthly Replacement Reserve Deposit may be adjusted by Lender for the remaining Loan Term by written notice to Borrower so that the acquisition thereof by Monthly Replacement Reserve Deposits are sufficient to fund the Issuer Replacements as and when required and/or the amount to the Custodian. The only permitted withdrawals from the Custodial Account shall be in accordance with the provisions of this Indenture. The Trustee agrees to give the Issuer immediate notice if (to the actual knowledge of a Trust Officer of the Trustee) the Custodial Account or any assets or securities on deposit therein, or otherwise to the credit of the Custodial Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. At any time when all of the Withdrawal Conditions are satisfied, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, transfer from the Custodial Account all or part of any Portfolio Asset (other than a Zero Value Portfolio Asset) specified held in the direction from the Collateral Manager to the Sole Shareholder or a Person designated Repairs Escrow Account may be adjusted by the Sole Shareholder; provided Lender so that the transfer documentation for any such transfer shall provide that Repairs Escrow Deposit is sufficient to fund the settlement of such transfer shall be conditional upon confirmation from the Valuation Agent on such settlement date that the Withdrawal Conditions are still satisfied. At any time, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, Repairs as and upon receipt of such Issuer Order, the Trustee shall, transfer from the Custodial Account all or part of any Zero Value Portfolio Asset specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholderwhen required.

Custodial Accounts. In accordance with this Indenture and the Issuer Any custodial Account Control Agreement, the Trustee shall, prior to the Signing Date, cause to be established by the Custodian a single, segregated non-interest bearing securities account in the name of the Issuer, is subject to the security interest California Uniform Transfer To Minors Act and it is Your responsibility to determine anylegal effects related to this type of U.S. Bank National AssociationAccount. You understand and agree that the gift of money to the minor named at the time You open such Account includes all dividends thereon and any future additions thereto, as Trustee, for the benefit of the Secured Parties, which shall be designated as the Custodial Account, which shall be maintained with the Custodian is irrevocable and is made in accordance with and is to include all provisions of the Issuer Account Control AgreementCalifornia Uniform Transfer To Minors Act as it is now or hereafter amended. The Custodian shall credit all Portfolio Assets (including, without limitation, Portfolio Assets contributed age of delivery to custodian for benefitof minorshall be upon the age of 18 unless otherwisespecified by the Sole Shareholder pursuant custodian underthe California Uniform Transfer to Minors Act. TRUST ACCOUNTS. TrustAccounts will onlybe opened bythe CreditUnion ifthe Trustdocumentationpresented byYou to the Issuer Sale CreditUnion is in a manneracceptable to Our underwriting policies. It is Your responsibility to determine and Contribution Agreement as Voluntary Contributions/Salesunderstand any legal effects related to this type of Account. We require all Trust Accounts to name a ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ agreethat allsums wheneverpaid to the TrustAccount shall be held by the Trustee(s) in trustfor the Beneficiary(ies)named,subjectto the right of the Trustee(s) to revoke the Custodial Account same in whole or in part by, and to the extent of, the withdrawal of sums from the Account. Upon the death of the Trustee, (or if more than one, upon the delivery by the Issuer (or the Collateral Manager on behalf death of the Issuer) or last surviving Trustee), the Sole Shareholder of balance remaining in the relevant duly executed transfer documentation relating to the acquisition thereof by the Issuer to the Custodian. The only permitted withdrawals from the Custodial Account shall be in accordance with distributed by the provisions of this Indenture. The Trustee agrees to give the Issuer immediate notice if (Credit Union to the actual knowledge Beneficiary or, if there is more than one Beneficiary, then to the Beneficiaries then living in equal shares unless otherwise designated in the Trust documentation. Where more than one Trustee appears on the Account, withdrawals and the pledge of a Trust Officer shares against loans maybe made byany Trustee actingalone(unlesstwo signaturesare required).Shares paid in by the Trustees shall be owned equally. Upon the death of one Trustee, all rights in and to the Account shall belong to anysurviving Trustee. In the event of conflicting demands for funds under the Account, the Credit Union may require the signatures of each of the TrusteeTrustees. For Revocable and Living Trust Accounts, the individual establishing the Trust (the “Settlor”) the Custodial Account or any assets or securities on deposit therein, or otherwise to the credit must be a member of the Custodial AccountCredit Union and, shall become subject to any writ, order, judgment, warrant anywithdrawal of attachment, execution or similar process. At any time when all Trust Account funds will be deem ed a revocation of the Withdrawal Conditions are satisfied, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee Trust to, and upon receipt of such Issuer Order the Trustee shall, transfer from the Custodial Account all or part of any Portfolio Asset (other than a Zero Value Portfolio Asset) specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholder; provided that the transfer documentation for any such transfer shall provide that the settlement of such transfer shall be conditional upon confirmation from the Valuation Agent on such settlement date that the Withdrawal Conditions are still satisfied. At any time, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order, the Trustee shall, transfer from the Custodial Account all or part of any Zero Value Portfolio Asset specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholder.

Custodial Accounts. The Replacement Reserve Account shall be an interest-bearing account that meets the standards for custodial accounts as required by Lender from time to time. Lender shall not be responsible for any losses resulting from the investment of the Replacement Reserve Deposits or for obtaining any specific level or percentage of earnings on such investment. All interest, if any, earned on the Replacement Reserve Deposits shall be added to and become part of the Replacement Reserve Account; provided, however, if applicable law requires, and so long as no Event of Default has occurred and is continuing under any of the Loan Documents, Lender shall pay to Borrower the interest earned on the Replacement Reserve Account not less frequently than the Replacement Reserve Account Interest Disbursement Frequency. Lender shall not be obligated to deposit the Repairs Escrow Deposits or any funds held in the Restoration Reserve Account into an interest-bearing account. In accordance with this Indenture no event shall Lender be obligated to disburse funds from any Reserve/Escrow Account if an Event of Default has occurred and is continuing. Disbursements by Lender Only. Only Lender or a designated representative of Lender may make disbursements from the Reserve/Escrow Accounts and the Issuer Repairs Escrow Account. Except as provided in Section 13.2(yyyyy)(21), disbursements shall only be made upon Borrower request and after satisfaction of all conditions for disbursement. Adjustment to Deposits. Mortgage Loan Terms Exceeding Ten (10) Years. If the Loan Term exceeds ten (10) years (or five (5) years in the case of any Mortgaged Property that is an “affordable housing property” as indicated on the Summary of Loan Terms), a property condition assessment shall be ordered by Lender for the Mortgaged Property at the expense of Borrower (which expense may be paid out of the Replacement Reserve Account Control Agreementif excess funds are available). The property condition assessment shall be performed no earlier than the sixth (6th) month and no later than the ninth (9th) month of the tenth (10th) Loan Year and every tenth (10th) Loan Year thereafter if the Loan Term exceeds twenty (20) years (or the fifth (5th) Loan Year in the case of any Mortgaged Property that is an “affordable housing property” as indicated on the Summary of Loan Terms and every fifth (5th) Loan Year thereafter if the Loan Term exceeds ten (10) years). After review of the property condition assessment, the Trustee shallamount of the Monthly Replacement Reserve Deposit may be adjusted by Lender for the remaining Loan Term by written notice to Borrower so that the Monthly Replacement Reserve Deposits are sufficient to fund the Replacements as and when required and/or the amount to be held in the Repairs Escrow Account may be adjusted by Lender so that the Repairs Escrow Deposit is sufficient to fund the Repairs as and when required. Transfers. In connection with any Transfer of the Mortgaged Property, prior or any Transfer of an ownership interest in Borrower, Guarantor, or Key Principal that requires Lender’s consent, Lender may review the amounts on deposit, if any, in the Reserve/Escrow Accounts, the amount of the Monthly Replacement Reserve Deposit and the likely repairs and replacements required by the Mortgaged Property, and the related contingencies which may arise during the remaining Loan Term. Based upon that review, Lender may require an additional deposit to the Signing DateReplacement Reserve Account, cause to be established by the Custodian a singleRepairs Escrow Account, segregated non-interest bearing securities account or the Restoration Reserve Account, or an increase in the name amount of the IssuerMonthly Replacement Reserve Deposit as a condition to Lender’s consent to such Transfer. Insufficient Funds. Lender may, subject upon thirty (30) days’ prior written notice to Borrower, require an additional deposit(s) to the security interest of U.S. Bank National AssociationReplacement Reserve Account, as Trusteethe Repairs Escrow Account, for or the benefit Restoration Reserve Account, or an increase in the amount of the Secured PartiesMonthly Replacement Reserve Deposit, which shall be designated as if Lender determines that the Custodial Accountamounts on deposit in any of the Reserve/Escrow Accounts are not sufficient to cover the costs for Required Repairs, which shall be maintained with Required Replacements, or the Custodian in accordance with the Issuer Account Control Agreement. The Custodian shall credit all Portfolio Assets (includingRestoration or, without limitation, Portfolio Assets contributed by the Sole Shareholder pursuant to the Issuer Sale terms of Section 13.2(yyyyy)(22), not sufficient to cover the costs for Borrower Requested Repairs, Additional Lender Repairs, Borrower Requested Replacements, or Additional Lender Replacements. Borrower’s agreement to complete the Replacements, the Repairs, or the Restoration as required by this Loan Agreement shall not be affected by the insufficiency of any balance in the Reserve/Escrow Accounts. Disbursements for Replacements, Repairs, and Contribution Agreement as Voluntary Contributions/Sales) Restoration. With respect to Replacements, disbursement requests may only be made after completion of the applicable Replacements and only to reimburse Borrower for the actual approved costs of the Replacements. Lender shall not disburse from the Replacement Reserve Account the costs of routine maintenance to the Custodial Mortgaged Property or for costs which are to be reimbursed from any other Reserve/Escrow Account. Disbursement from the Replacement Reserve Account upon shall not be made more frequently than the delivery by Maximum Replacement Reserve Disbursement Interval. Other than in connection with a final request for disbursement, disbursements from the Issuer (or Replacement Reserve Account shall not be less than the Collateral Manager on behalf Minimum Replacement Reserve Disbursement Amount. With respect to Repairs, disbursement requests may only be made after completion of the Issuer) or applicable Repairs and only to reimburse Borrower for the Sole Shareholder actual cost of the relevant duly executed transfer documentation relating Repairs, up to the acquisition thereof by Maximum Repair Cost. Lender shall not disburse any amounts which would cause the Issuer to funds remaining in the Custodian. The only permitted withdrawals from the Custodial Repairs Escrow Account shall be in accordance with the provisions of this Indenture. The Trustee agrees to give the Issuer immediate notice if (to the actual knowledge of a Trust Officer of the Trustee) the Custodial Account or after any assets or securities on deposit therein, or otherwise to the credit of the Custodial Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. At any time when all of the Withdrawal Conditions are satisfied, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, transfer from the Custodial Account all or part of any Portfolio Asset disbursement (other than with respect to the final disbursement) to be less than the Maximum Repair Cost of the then-current estimated cost of completing all remaining Repairs. Lender shall not disburse from the Repairs Escrow Account the costs of routine maintenance to the Mortgaged Property or for costs which are to be reimbursed from any other Reserve/Escrow Account. Disbursement from the Repairs Escrow Account shall not be made more frequently than the Maximum Repair Disbursement Interval. Other than in connection with a Zero Value Portfolio Asset) specified final request for disbursement, disbursements from the Repairs Escrow Account shall not be less than the Minimum Repairs Disbursement Amount. With respect to Restoration, disbursement requests may only be made after completion of the applicable Restoration and only to reimburse Borrower for the actual approved costs of the Restoration. Each disbursement shall be equal to the amount of the actual approved costs of the Restoration items covered by the disbursement request. In addition, Lender shall not disburse any amounts which would cause the funds remaining in the direction Restoration Reserve Account after any disbursement (other than with respect to the final disbursement) to be less than the then-current estimated cost of completing all remaining Restoration. Lender shall not disburse from the Collateral Manager Restoration Reserve Account the costs of routine maintenance to the Sole Shareholder Mortgaged Property or a Person designated by the Sole Shareholder; provided that the transfer documentation for costs which are to be reimbursed from any such transfer shall provide that the settlement of such transfer shall be conditional upon confirmation other Reserve/Escrow Account. Disbursement from the Valuation Agent on such settlement date that Restoration Reserve Account shall not be made more frequently than the Withdrawal Conditions are still satisfiedMaximum Restoration Reserve Disbursement Interval. At any timeOther than in connection with a final request for disbursement, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order, the Trustee shall, transfer disbursements from the Custodial Restoration Reserve Account all or part of any Zero Value Portfolio Asset specified in shall not be less than the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole ShareholderMinimum Restoration Reserve Disbursement Amount.

Custodial Accounts. In accordance with this Indenture and (a) The Master Servicer shall enforce the Issuer Account Control Agreement, the Trustee shall, prior to the Signing Date, cause to be established by the Custodian a single, segregated non-interest bearing securities account in the name obligation of the Issuer, subject Servicer to establish and maintain one or more custodial accounts (the security interest of U.S. Bank National Association, as Trustee, for the benefit of the Secured Parties, which shall be designated as the "Custodial Account, which shall be maintained with the Custodian Accounts") in accordance with the Issuer Purchase and Servicing Agreement, with records to be kept with respect thereto on a Mortgage Loan by Mortgage Loan basis, into which accounts shall be deposited within 48 hours (or as of such other time specified in the Purchase and Servicing Agreement) of receipt all collections of principal and interest on any Mortgage Loan and with respect to any REO Property received by the Servicer, including Principal Prepayments, Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and advances made from the Servicer's own funds (less, in the case of the Servicer, the applicable servicing compensation, in whatever form and amounts as permitted by the Purchase and Servicing Agreement) and all other amounts to be deposited in each such Custodial Account. The Servicer is hereby authorized to make withdrawals from and deposits to the related Custodial Account Control for purposes required or permitted by this Agreement and the Purchase and Servicing Agreement. For the purposes of this Agreement, Custodial Accounts shall also include such other accounts as the Servicer maintains for the escrow of certain payments, such as taxes and insurance, with respect to certain Mortgaged Properties. The Custodian shall credit all Portfolio Assets (includingPurchase and Servicing Agreement sets forth the criteria for the segregation, without limitationmaintenance and investment of each related Custodial Account, Portfolio Assets contributed by the Sole Shareholder pursuant contents of which are acceptable to the Issuer Sale and Contribution Agreement parties hereto as Voluntary Contributions/Sales) to the Custodial Account upon the delivery by the Issuer (or the Collateral Manager on behalf of the Issuer) or the Sole Shareholder of the relevant duly executed transfer documentation relating date hereof and changes to the acquisition thereof by the Issuer to the Custodian. The only permitted withdrawals from the Custodial Account which shall not be made unless such changes are made in accordance with the provisions of this Indenture. The Trustee agrees to give Section 12.01 hereof. (b) [Reserved]; (c) To the Issuer immediate notice if (to extent provided in the actual knowledge of a Trust Officer of the Trustee) the Custodial Account or any assets or securities on deposit therein, or otherwise to the credit of the Custodial Account, shall become Purchase and Servicing Agreement and subject to any writthis Article IV, order, judgment, warrant of attachment, execution on or similar process. At any time when all of before the Withdrawal Conditions are satisfiedServicer Remittance Date, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, transfer Servicer shall withdraw or shall cause to be withdrawn from the related Custodial Accounts and shall immediately deposit or cause to be deposited in the Distribution Account all or part of any Portfolio Asset amounts representing the following collections and payments (other than a Zero Value Portfolio Assetwith respect to principal of or interest on the Mortgage Loans due on or before the Cut-off Date) specified with respect to each of the Mortgage Loans: (i) Monthly Payments on the Mortgage Loans received or any related portion thereof advanced by the Servicer pursuant to the Purchase and Servicing Agreement which were due on or before the related Due Date but net of the amount thereof comprising the Servicing Fees; (ii) Principal Prepayments in full and any Liquidation Proceeds received by the Servicer with respect to such Mortgage Loans in the direction related Prepayment Period, with interest to the date of prepayment or liquidation, net of the amount thereof comprising the Servicing Fees and any Subsequent Recoveries received in the related Prepayment Period; (iii) Principal Prepayments in part received by the Servicer for such Mortgage Loans in the related Prepayment Period; (iv) [reserved]; and (v) any amount to be used as a delinquency advance or to pay any Prepayment Interest Shortfalls, in each case, as required to be paid under the Purchase and Servicing Agreement. (d) Withdrawals may be made from a Custodial Account only to make remittances as provided in Section 4.01(c) and 4.02; to reimburse the Master Servicer or the Servicer for Advances which have been recovered by subsequent collection from the Collateral Manager related Mortgagor; to remove amounts deposited in error; to remove fees, charges or other such amounts deposited on a temporary basis; or to clear and terminate the account at the termination of this Agreement in accordance with Section 10.01. As provided in Sections 4.01(c), certain amounts otherwise due to the Sole Shareholder or a Person designated Servicer may be retained by the Sole Shareholder; provided that the transfer documentation for any such transfer shall provide that the settlement of such transfer shall them and need not be conditional upon confirmation from the Valuation Agent on such settlement date that the Withdrawal Conditions are still satisfied. At any time, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order, the Trustee shall, transfer from the Custodial Account all or part of any Zero Value Portfolio Asset specified deposited in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole ShareholderDistribution Account.