EX-10.2



 Exhibit 10.2 
 Execution Version 
 AMENDED AND RESTATED CUSTODY AGREEMENT

 DATED AS OF March 1, 2013 
 BY AND BETWEEN 
 DHI MORTGAGE COMPANY, LTD. 

(THE “SELLER”) 
 AND 
 U.S. BANK NATIONAL ASSOCIATION 

IN ITS CAPACITY AS ADMINISTRATIVE AGENT AND REPRESENTATIVE OF CERTAIN BUYERS 

(THE “CUSTODIAN”) 







 INDEX OF DEFINED TERMS 

 

					
	 Agent
	  	 	1	  
	 Agreement Preamble
	  	 	4	  
	 Appraisal Report
	  	 	2	  
	 Approved MBS Custodian
	  	 	2	  
	 Bailee
	  	 	2	  
	 Buyers
	  	 	1	  
	 Certified
	  	 	2	  
	 Current Repurchase Agreement
	  	 	1	  
	 Custodian’s
	  	 	2	  
	 Custody Agreement
	  	 	1	  
	 Electronic
	  	 	2	  
	 Flood Insurance Policy
	  	 	3	  
	 JPMorgan
	  	 	1	  
	 Lender’s
	  	 	3	  
	 Loan
	  	 	3	  
	 MBS Custodial Agreement
	  	 	2	  
	 MERS
	  	 	3	  
	 MERS
	  	 	3	  
	
Mers®

	  	 	3	  
	 Mortgage
	  	 	3	  
	 Pool
	  	 	4	  
	 Preliminary
	  	 	4	  
	 Primary
	  	 	4	  
	 Repurchase
	  	 	4	  
	 Seller
	  	 	1	  
	 Shipping
	  	 	4	  
	 Supplemental
	  	 	4	  








 Table of Contents 

 

									
	 1.
	  	DEFINITIONS	  	 	2	  
		  	1.1.	  	General Definitions	  	 	2	  
		  	1.2.	  	Other Definitional Rules	  	 	5	  
			
	 2.
	  	DELIVERY OF FILES TO THE CUSTODIAN	  	 	5	  
		  	2.1.	  	Reaffirmation of Administrative Agent’s Lien	  	 	5	  
		  	2.2.	  	Delivery	  	 	6	  
		  	2.3.	  	Follow-up by the Seller	  	 	7	  
		  	2.4.	  	Supplemental Papers	  	 	7	  
			
	 3.
	  	CUSTODIAN’S RECEIPT, EXAMINATION AND PRIOR CERTIFICATION OF FILES	  	 	7	  
		  	3.1.	  	Custodian’s Examination of Basic Papers	  	 	7	  
		  	3.2.	  	When Wet Loans’ Basic Papers Are Submitted	  	 	8	  
		  	3.3.	  	Limited Scope of Examination of Supplemental Papers	  	 	9	  
		  	3.4.	  	Submission List Errors or Omissions	  	 	9	  
		  	3.5.	  	Custodian’s Exception Reports	  	 	9	  
		  	3.6.	  	Custodian’s Exception Report Loans Ordinarily Not Included in Purchase Value Calculation	  	 	9	  
		  	3.7.	  	Correction of Exceptions	  	 	9	  
		  	3.8.	  	Possession of Files	  	 	10	  
		  	3.9.	  	Papers Previously Certified by the Custodian	  	 	10	  
			
	 4.
	  	RELEASE OF FILES BY THE CUSTODIAN	  	 	10	  
		  	4.1.	  	Shipping Direction	  	 	10	  
		  	4.2.	  	Shipping Purchased Loans	  	 	10	  
		  	4.3.	  	Repurchases	  	 	10	  
		  	4.4.	  	Shipping Schedule	  	 	11	  
		  	4.5.	  	Minimum Face Amount of MBS	  	 	11	  
		  	4.6.	  	Shipment of Files	  	 	11	  
		  	4.7.	  	Payment of Proceeds of Whole Loans and MBS Sold	  	 	12	  
		  	4.8.	  	If U.S. Bank is Custodian for the Approved Investor	  	 	12	  
		  	4.9.	  	Custodian Not Responsible to Obtain Acknowledgement or Confirm Status	  	 	12	  
		  	4.10.	  	Shipment of Files or Loan Papers to the Seller	  	 	12	  
		  	4.11.	  	Release and Indemnification	  	 	13	  
			
	 5.
	  	RIGHT OF INSPECTION BY BUYERS AND THE SELLER	  	 	13	  
			
	 6.
	  	CUSTODIAN’S FEES	  	 	13	  
			
	 7.
	  	TERMINATION OF AGREEMENT	  	 	14	  
			
	 8.
	  	RESIGNATION OR REMOVAL OF CUSTODIAN	  	 	14	  
		  	8.1.	  	Qualifications of Custodian	  	 	14	  
		  	8.2.	  	Resignation of the Custodian or any Successor Custodian	  	 	14	  









									
		  	8.3 .	  	Removal of the Custodian or any Successor Custodian	  	 	15	  
		  	8.4.	  	Effective Date of Resignation or Removal	  	 	15	  
		  	8.5.	  	Successor	  	 	15	  
		  	8.6.	  	Merger of the Custodian or any Successor Custodian	  	 	16	  
			
	 9.
	  	LIMITATION ON OBLIGATIONS OF AND RELIANCE BY CUSTODIAN; INSURANCE	  	 	16	  
			
	 10.
	  	NOTICES	  	 	16	  
			
	 11.
	  	NO ASSIGNMENT OR DELEGATION BY CUSTODIAN	  	 	17	  
			
	 12.
	  	BUYERS’ ASSIGNMENTS AND PARTICIPATION	  	 	17	  
			
	 13.
	  	CONFIDENTIALITY	  	 	17	  
		  	13.1.	  	Seller’s Information	  	 	17	  
		  	13.2.	  	Privacy of Customer Information	  	 	18	  
			
	 14.
	  	CONTROLLING LAW AND VENUE	  	 	18	  
			
	 15.
	  	AGREEMENT FOR THE EXCLUSIVE BENEFIT OF PARTIES	  	 	18	  
			
	 16.
	  	WAIVER OF JURY TRIAL	  	 	18	  
			
	 17.
	  	ENTIRE AGREEMENT	  	 	19	  
			
	 18.
	  	EXHIBITS	  	 	19	  
			
	 19.
	  	INDULGENCES, NOT WAIVERS	  	 	19	  
			
	 20.
	  	TITLES NOT TO AFFECT INTERPRETATION	  	 	19	  
			
	 21.
	  	PROVISIONS SEPARABLE	  	 	19	  
			
	 22.
	  	RELATIONSHIP OF THE SELLER AND THE CUSTODIAN	  	 	19	  
			
	 23.
	  	EXISTING CUSTODY AGREEMENT	  	 	20	  








 AMENDED AND RESTATED CUSTODY AGREEMENT 

PREAMBLE 

THIS AMENDED AND RESTATED CUSTODY AGREEMENT (as it may be supplemented, amended or restated from time to time, this “Custody
Agreement”) entered into as of March 1, 2013, by and among DHI MORTGAGE COMPANY, LTD. (the “Seller”), a Texas limited partnership, and U.S. BANK NATIONAL ASSOCIATION (“U.S. Bank”), a
national banking association, as agent and representative of the Buyers under the Current Repurchase Agreement (defined below) (in such capacity, the “Administrative Agent”) and as custodian under this Custody Agreement (in
such capacity, the “Custodian”) recites and provides as follows: 
 BACKGROUND 

A. The Seller and U.S. Bank entered into a Custody Agreement dated as of March 27, 2008 (as the same has been amended, restated or
otherwise modified from time to time, the “Existing Custody Agreement”). 
 B. The Seller has requested that
U.S. Bank amend the Existing Custody Agreement in certain respect. 
 C. The parties desire to amend and restate the Existing
Custody Agreement in its entirety, as set forth herein. 
 RECITALS 

The Seller, the Administrative Agent, and the buyers named therein as buyers (the “Buyers”) have entered into an
Amended and Restated Master Repurchase Agreement of even date herewith (as it may be supplemented, amended or restated from time to time, the “Current Repurchase Agreement”). Pursuant to the Current Repurchase Agreement, the
Seller has agreed to sell and transfer to the Buyers against transfer of funds by the Buyers certain Eligible Loans (as that term is defined in the Current Repurchase Agreement), with a simultaneous agreement by the Buyers that the Buyers will
transfer to Seller such Eligible Loans against the transfer of funds by the Seller with the requirement that the Basic Papers relating to the Purchased Loans (as that term is defined in the Current Repurchase Agreement) must be delivered to the
Custodian pending repurchase by the Seller. 
 The Buyers and the Seller desire that the Seller deposit with the Custodian from
time to time the Basic Papers for all Purchased Loans, to be held by the Custodian acting as documents custodian and representative of the Administrative Agent and the Buyers in respect of the Purchased Loans under the Current Repurchase Agreement
until each Purchased Loan has been repurchased or until possession and custody of the Basic Papers for such Purchased Loan have been delivered to the Seller or another Person as contemplated by and in accordance with the terms of this Custody
Agreement. 







 AGREEMENTS 
 In consideration of the mutual promises and covenants hereinafter set forth, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows: 
 1. Definitions. 

1.1. General Definitions. Capitalized terms defined in the Current Repurchase Agreement that are used but not defined differently
herein have the same meanings here as there, and reference is here made to the Current Repurchase Agreement for the definitions of such capitalized terms and for all purposes, the Current Repurchase Agreement and this Custody Agreement being
complementary and intended by the parties to be read together (although in the event of any conflict or inconsistency between the Current Repurchase Agreement and this Custody Agreement, the Current Repurchase Agreement shall govern and control.)
For the purposes of this Custody Agreement, the following terms shall have the indicated meanings unless the context or use indicates another or different meaning and intent, and the definitions of such terms are equally applicable to their singular
and plural forms. 
 “Appraisal Report” means a written report of an Appraisal or a Broker’s Price
Opinion setting forth the appraiser’s or broker’s opinion and method of determination of the fair market value of the subject Mortgaged Premises, including a statement of all material assumptions made, and dated and signed by such
appraiser or broker, who, and the form of which report, must comply with all relevant Agency guidelines. 
 “Approved
MBS Custodian” means either (x) U.S. Bank, holding MBS as securities intermediary, (y) a Person (other than U.S. Bank) approved by the Administrative Agent who has agreed to hold MBS and the proceeds of any sale or other
disposition thereof as custodian, agent and bailee for the Administrative Agent pursuant to a custodial agreement (an “MBS Custodial Agreement”) in a form approved by the Administrative Agent which such Person has executed
with the Administrative Agent or (z) such other Person as shall have been approved for that purpose by the Administrative Agent. 
 “Bailee Letter” means a transmittal letter for shipments of Purchased Loans by the Custodian to an Approved Investor substantially in one of the form attached as Exhibit
A. 
 “Certified Copy” means a copy of an original Basic Paper or Supplemental Paper accompanied
by (or on which there is stamped) a certification by an officer of either a title insurer or an authorized agent of a title insurer (whether a title agency or a closing attorney) or, except where otherwise specified below, by an Authorized Seller
Representative or an officer of a Servicer (if other than the Seller) of the relevant Mortgage Loan, that such copy is a true copy of the original and (if applicable) that the original has been sent to the appropriate governmental filing office for
recording in the jurisdiction where the related Mortgaged Premises are located. Each such certification shall be conclusively deemed to be a representation and warranty by the certifying officer, agent, Authorized Seller Representative or officer of
the relevant Servicer, as applicable, to the Buyers, the Administrative Agent and the Custodian upon which each may rely. 

  
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 “Custodian’s Exception Report” is a report issued by the
Custodian listing Purchased Loans whose Basic Papers have been reviewed by the Custodian and appear not to satisfy the review standards and requirements stated in this Custody Agreement and indicating (either by coding, a summary statement or both)
the defect or deficiency disclosed by such review for each Purchased Loan (or grouping of Purchased Loans) listed therein. 

“Electronic Agent” means MERSCORP, Inc. or its successor in interest or assigns. 

“Electronic Tracking Agreement” means a written Electronic Tracking Agreement among the Seller, the
Administrative Agent, MERS and the Electronic Agent, in form and substance reasonably acceptable to the Seller and the Administrative Agent, as it may be supplemented, amended, restated or replaced from time to time. 

“Flood Insurance Policy” means (i) any policy of insurance issued in accordance with the Flood Disaster
Protection Act of 1973, as amended from time to time or, if repealed, any superseding legislation governing similar insurance coverage, or (ii) any other policy of insurance providing similar coverage against loss sustained by floods or similar
hazard that conforms to the flood insurance requirements prescribed by the Federal Insurance Administration. 

“Lender’s Title Insurance Policy” means an American Land Title Association or California Land Title
Association (extended coverage) form or a Texas Land Title Association form lender’s title insurance policy, including all riders or endorsements thereto, together with such additional endorsements as are required under relevant Agency
guidelines or Approved Investor’s requirements, as applicable, in an amount not less than the original principal balance of the relevant Mortgage Loan, insuring the holder of the Mortgage Loan that the related Mortgage constitutes a valid Lien
on the related Mortgaged Premises, subject only to (i) (if the Seller has represented the relevant Mortgage Loan to be a Second Lien Loan) the lien of a single senior Mortgage on the related Mortgage Premises, (ii) liens for real estate
taxes and governmental-improvement assessments not delinquent, (iii) easements and restrictions that do not materially and adversely affect the marketability of title to such Mortgaged Premises or prohibit or interfere with their use as a
Single-family residential dwelling, (iv) (if such Mortgaged Premises constitute a unit in a condominium) a declaration of condominium or other similar document that evidences the creation of such condominium and a condominium endorsement,
(v) reservations as to oil, gas or mineral rights, provided such rights do not include the right to remove buildings or other improvements on or near the surface of the related Mortgaged Premises or to mine or drill on the surface thereof or
otherwise enter the surface for purposes of removing oil, gas or minerals, (vi) agreements for the installation, maintenance or repair of public utilities, provided such agreements do not create or evidence liens on the Mortgaged Premises, or
authorize or permit any Person to file or acquire claims of liens against the Mortgaged Premises, or (vii) such other exceptions that are acceptable under the relevant Agency guidelines or Approved Investor’s requirements, as applicable.

 “Loan Number” means the loan number assigned to a Purchased Loan by the Seller and customarily used
by the Seller in its internal and external communications referring to that Purchased Loan. 

  
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 “MERS” means Mortgage Electronic Registration Systems, Inc. or its
successors or assigns. 
 “MERS Procedures Manual” means the MERS Procedures Manual, as it may be
amended from time to time. 
 “MERS® System” means the Electronic Agent’s mortgage electronic registry system, as more particularly described in the MERS Procedures Manual. 

“Mortgage Assignment” means an assignment, notice of transfer or equivalent instrument, in recordable form
(excepting therefrom, if applicable, the name of the assignee and/or the Mortgage recordation information which has not yet been returned from the applicable recorder’s office), which is in form sufficient under the laws of the U.S.
jurisdiction where the related Mortgaged Premises are located to reflect of record the sale of the Mortgage. 
 “Pool
Insurance Policy” means a premium-paid policy of mortgage loan pool insurance issued by an insurance company having a AAA or AA rating from Standard & Poor’s (a division of The McGraw-Hill Companies, Inc.) or Fitch
Ratings, or Aaa or Aa rating from Moody’s Investors Service, Inc. for claims-paying ability, in form and substance satisfactory to the Seller and insuring the holder of a pool of Mortgage Loans against all or a portion of the loss sustained by
reason of a default by a Customer in the payment of principal and interest thereon. 
 “Preliminary Title
Report” means a title report prepared by a company qualified to issue a Lender’s Title Insurance Policy that sets forth (i) the legal description of the Mortgaged Premises and (ii) the status of title to the Mortgaged
Premises as of the stated effective date of such title report. 
 “Primary Mortgage Insurance Policy”
means a mortgage insurance policy, issued by a private mortgage insurance company having a claims-paying ability rating of AAA or AA from Standard & Poor’s (a division of The McGraw-Hill Companies, Inc.) or Fitch Ratings, or Aaa or Aa
from Moody’s Investors Service, Inc., for claims-paying ability, in form and substance satisfactory to the Seller and insuring the holder of a Mortgage Loan against all or a portion of the loss sustained by reason of a default by a Customer in
the payment of principal and interest thereon, together with all riders and endorsements thereto. 
 “Record
Layout” means the standard instructions and format for transmitting to the Custodian’s Mortgage Banking Services Division required information for each Mortgage Loan Transmission File submitted, substantially as stated in
Exhibit B, as such standard instructions may be updated or modified from time to time by the Custodian. The resulting file created whether in computer-readable or hard copy form is a “Mortgage Loan Transmission
File.” 
 “Repurchase Request” means a request for the Seller’s repurchase of
Purchased Loans in the form of Exhibit H or another form reasonably acceptable to the Custodian, to be completed by the Seller, signed by an Authorized Seller Representative and delivered to the Custodian as provided in
Section 4. 

  
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 “Shipping Request” means a request to ship Files to an Approved
Investor in the form of Exhibit I or another form reasonably acceptable to the Custodian, to be completed by the Seller, and delivered to the Custodian as provided in Section 4. 

“Supplemental Papers” means the Loan Papers for a particular Purchased Loan that are to be held in trust by the
Seller and must be delivered to the Custodian promptly following written request therefor made by the Administrative Agent or the Custodian after the occurrence of any Default, Event of Default or Termination event under the Current Repurchase
Agreement. The Supplemental Papers are listed on Exhibit D. 
 “Trust Receipt”
means the form attached as Exhibit E. 
 1.2. Other Definitional Rules. Other definitional rules
applicable to this Custody Agreement are as follows: 
 (a) Legal and accounting terms not otherwise defined
shall have the meanings given them under New York statutory and case law and under GAAP, respectively. 
 (b)
Defined terms may be used in the singular or the plural, as the context requires. 
 (c) Except where otherwise
specified, all times of day are local times in Minneapolis, Minnesota. 
 (d) Wherever the word
“including” or a similar word is used in this Custody Agreement, unless the context clearly requires otherwise, for example, if preceded by “not”, it shall be read as if it were written, “including by way of example but
without in any way limiting the generality of the foregoing concept, subject or description”. 
 (e) Unless
the context plainly otherwise requires, wherever the term “Administrative Agent” is used in this Custody Agreement, it shall be read as if it were written “the Administrative Agent (as agent and representative of the Buyers)”.

 2. Delivery of Files to the Custodian. 

2.1. Reaffirmation of Administrative Agent’s Lien. Although the parties to the Current Repurchase Agreement specifically
intend that the Current Repurchase Agreement and the purchases of Mortgage Loans made pursuant to it are to be treated as repurchase transactions under Title 11 of the United States Code (the “Code”), including all rights
that accrue to the Buyers and the Administrative Agent by virtue of Code Sections 559, 561 and 562, if, contrary to the intent of the parties, any court of competent jurisdiction characterizes any Transaction as a financing, rather than a purchase,
under applicable law including the applicable provisions of the Code, Seller has granted to Administrative Agent and Administrative Agent is deemed to have, for the benefit of itself and the Buyers, a first priority perfected security interest in
and to the Purchased Loans to secure the payment and performance of all of the Seller’s obligations under this Custody Agreement and the Current Repurchase Agreement. In the event of such a recharacterization of the Current Repurchase
Agreement, the Seller hereby grants to the Administrative Agent, and reaffirms the continuing first priority Lien granted by the Seller to the 

  
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Administrative Agent in the Current Repurchase Agreement, in and against (i) all Purchased Loans now or hereafter sold by the Seller to the Buyers, delivered or caused to be delivered by the
Seller to the Custodian or the Administrative Agent or in any other way or manner identified to the Administrative Agent or the Custodian as Purchased Loans, (ii) all Purchased Loans Support and Files and other Purchased Loan Papers now or
hereafter delivered to the Custodian or to any other agent, bailee or designee of the Administrative Agent or the Custodian and (iii) the proceeds thereof. The parties agree that the Lien granted and reaffirmed herein shall continue and remain
perfected with its first priority under the provisions of the applicable UCC, real estate law or other applicable Law, notwithstanding that the Custodian may deliver one or more of the Loan Papers or other papers evidencing or relating to any such
Purchased Loan to the Seller (or to its servicer, subservicer or designee) for the purpose of (x) correcting or completing such papers or the related File or (y) collecting or other servicing or handling of such Purchased Loan, as provided
herein. 
 2.2. Delivery. 
 (a) Wet Loans. Submissions of Wet Loans for purchase by the Buyers shall be made by electronic transmission of a Mortgage Loan Transmission File listing such Wet Loans, by the deadline therefor
specified in the Current Repurchase Agreement. 
 (b) Conversion of Wet Loans to Dry Loans. Concurrently
with physical delivery to the Custodian of the Basic Papers to convert Wet Loans previously submitted into Dry Loans, the Seller shall deliver to the Custodian (by either mail or courier) a submission list listing each Mortgage Loan being converted.

 (c) Dry Loans Initially Submitted as Such. Submissions to the Custodian for inclusion in the Purchased
Loans of Dry Loans that were not previously submitted as Wet Loans shall be made by electronic transmission of a Mortgage Loan Transmission File listing such Dry Loans, and concurrent physical delivery to the Custodian of a submission list and the
Basic Papers for such Dry Loans by no later than 10:30 AM (Minneapolis time) on the Business Day such Dry Loans are to be first included as Purchased Loans. 
 (d) File Folders. The Seller shall place all Basic Papers delivered to the Custodian in an appropriate file folder and in a logical order, properly secured, and clearly marked with the
Customer’s last name and the Loan Number. The Seller shall not deliver to the Custodian, nor shall the Custodian be required to assume, or deemed to have assumed, custody of the File for any Purchased Loan that does not contain all of the Basic
Papers. If such an incomplete File is delivered to the Custodian, within one Business Day following examination of such File within the applicable time frame specified in Section 3.1, the Custodian shall notify the Seller that the
Custodian is retaining the File pending the Custodian’s receipt of the missing Basic Papers (although the related Purchased Loan shall have zero Purchase Value until all Basic Papers are so received except to the extent (if any) that the
Administrative Agent exercises its discretionary authority under the Current Repurchase Agreement to count and treat such Purchased Loan as having Purchase Value.) The Basic Papers required to be included in each File shall consist of all documents
listed on Exhibit C. 

  
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 2.3. Follow-up by the Seller. The Seller shall deliver or cause to be delivered to
the Custodian as soon as they are available and without any requirement for the Custodian to request them, and in any case promptly following any Custodian’s request therefor, originals of all Basic Papers, and of any Supplemental Papers that
the Custodian has theretofore required, when copies, commitments or preliminary reports were initially submitted, except for Appraisal Reports, originals of which shall not be delivered unless the Custodian shall specifically request them on a
case-by-case basis as provided for in Section 2.4. Any such trailing documents shall be submitted under cover of a form substantially similar to Exhibit G. 

2.4. Supplemental Papers. Although the Supplemental Papers are not required to be submitted to the Custodian unless requested, by
submitting any Single-family Mortgage Loan to the Custodian, the Seller shall be deemed to represent to the Custodian and the Buyers that (i) the Seller, or (if the Seller is not the Servicer) the related Mortgage Loan’s Servicer, has
possession of the Supplemental Papers for each Purchased Loan, has no claim, title or ownership interest in them, shall hold them in trust for the Administrative Agent and the Buyers and shall deliver them (or such of them as the Administrative
Agent or the Custodian shall from time to time request) to the Custodian promptly upon the Administrative Agent’s or the Custodian’s request and (ii) each Supplemental Paper meets the standards and requirements of all relevant
definitions and provisions of the Current Repurchase Agreement and this Custody Agreement. 
 3. Custodian’s
Receipt, Examination and Prior Certification of Files. 
 3.1. Custodian’s Examination of Basic
Papers. The Custodian will examine Files submitted to it by the Seller in accordance with the following schedule: 
  

			
	 If the number of Files
 received by the
 Custodian by 10:30 AM

on a Business Day is
	  	 then the Custodian will

examine them

	100 or fewer files	  	by the next Business Day
	more than 100 files	  	by one additional Business
		  	Day for each additional 100
		  	files increment

 to confirm that the Basic Papers in such File appear on their faces to satisfy the following relevant requirements
without obvious defect (the Custodian shall not be required to make any independent examination of any Purchased Loans beyond the review specifically required hereby and such examination responsibilities do not extend to any Supplemental Papers or
any other papers contained in any File): 
 (a) each Mortgage Note and Mortgage in the File bears an original
signature or signatures purporting to be the signature or signatures of the Person or Persons named as the maker and mortgagor or grantor under such Mortgage Note and Mortgage or, if a Certified Copy of the Mortgage is submitted, that such Certified
Copy bears what appears to be a reproduction of such signature or signatures. 

  
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 (b) the Mortgage Note in the File bears an endorsement by the named holder
or payee endorsing such Mortgage Note in blank, with an original signature that purports to be the signature of an Authorized Seller Representative (although the Custodian shall have no obligation to determine whether the certificate was authorized
or issued by any particular person or officer or by a person who in fact is an Authorized Seller Representative, or otherwise is authentic). 
 (c) any power of attorney in the File bears an original signature purporting to be the signature of the maker of the Mortgage Note and the mortgagor or grantor of the Mortgage or if a Certified Copy of
the power of attorney is submitted, that such Certified Copy bears what appears to be a reproduction of such signature. 
 (d) the original of the Mortgage Assignment in blank in the File bears an original signature that purports to be the signature of an Authorized Seller Representative (although the Custodian shall have no
obligation to determine whether the certificate was authorized or issued by any particular person or officer or by a person who in fact is an Authorized Seller Representative, or otherwise is authentic); provided that if the Electronic
Tracking Agreement has been duly entered into, no Mortgage Assignment is required for any Mortgage Loan that has been originated in the name of MERS and registered under the MERS® System with U.S. Bank as Interim Funder. 
 (e) the information set forth in the Mortgage Loan Transmission File for such File appears to be correct (insofar as the accuracy of such information can be reasonably determined from an examination of
the File delivered to the Custodian). 
 (f) the original principal amount of the note described in the Mortgage
in the File as being secured by such Mortgage matches the original principal amount of the Mortgage Note in the File. 
 (g) each document for which a Certified Copy is submitted as permitted under a relevant provision of Exhibit C appears to be a Certified Copy (although the Custodian shall have no obligation
to determine whether the certification was authorized or issued by any particular person or officer or otherwise is authentic or complies with the provisions of the definition of “Certified Copy”). 

3.2. When Wet Loans’ Basic Papers Are Submitted. When the Basic Papers for a Purchased Loan that was initially purchased as a
Wet Loan are delivered on any Business Day, the Custodian, in its sole discretion, may include that Purchased Loan in the calculation of the Purchase Value of the Purchased Loans on that Business Day before reviewing the Basic Papers on the
assumption that such Purchased Loan is an Eligible Loan; provided that such Basic Papers must be reviewed in accordance with Section 3.1 before seven Business Days have expired after the Purchased Loan has been purchased
(but if such Basic Papers are delivered on the last of such seven Business Days, such Basic Papers may be reviewed in accordance herewith on the next succeeding Business Day following such delivery); provided further that if the Custodian
reasonably determines from its initial review of such Basic Papers that they are incomplete or incorrect and that such condition of incompleteness or incorrectness is correctable and returns the subject Basic Papers to the Seller for corrective
action under a Trust Receipt in the form of 

  
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Exhibit E, then the affected Purchased Loan(s) shall not be required to be repurchased by the Seller unless and until the Seller fails to correct and return such Basic Papers to the
Custodian within 19 calendar days after the Custodian so returned them to the Seller. If following such review the related Purchased Loan appears on a Custodian’s Exception Report, then such Purchased Loan shall be excluded from any
determination of Purchase Value until such Purchased Loan has been removed from the Custodian’s Exception Report and all Basic Papers for such Purchased Loan are in the possession of the Custodian. 

3.3. Limited Scope of Examination of Supplemental Papers. If after the occurrence of any Default or Event of Default, the Seller
is requested to deliver any Supplemental Papers to the Custodian with respect to any Purchased Loan, the Custodian shall receive and file such Supplemental Papers but shall not be required to review any such documents other than to determine that
such documents appear on their face to be the documents required to be delivered. 
 3.4. Submission List Errors or
Omissions. If the Custodian discovers errors or omissions in any submission list, it may either correct them itself or request that the Seller correct them (and the Seller agrees hereby promptly to do so). 

3.5. Custodian’s Exception Reports. When the Custodian has completed its review pursuant to Section 3.1 of
Files delivered to it, the Custodian will issue to the Seller a Custodian’s Exception Report for such Files that it discovers contain errors or omissions either by fax or electronically, in each case within one Business Day after the
Custodian’s review of the Files except during high volume periods (such as at the end of each month) when issuance of Custodian’s Exception Reports for Files received will ordinarily be provided within five Business Days following their
examination within the applicable time frame specified in Section 3.1. The Custodian shall provide Custodian’s Exceptions Reports to the Buyers upon request. 

3.6. Custodian’s Exception Report Loans Ordinarily Not Included in Purchase Value Calculation. The Purchased Loans on the
Custodian’s Exception Report and Purchased Loans whose Basic Papers are returned to the Seller for correction or completion pursuant to the second proviso of the first sentence of Section 3.2, shall not be included by the
Administrative Agent in any calculation of Purchase Value after the related Purchase, until all such exceptions relating to it are cured except to the extent (if any) that the Administrative Agent exercises its discretionary authority, if any, under
the Current Repurchase Agreement to count and include such Purchased Loans in the calculation of Purchase Value. 
 3.7.
Correction of Exceptions. The Custodian may ship Mortgage Notes listed in its Exceptions Report to the Seller for correction under a Trust Receipt. Upon correction or completion of any such Mortgage Note and the Custodian’s receipt of
the corrected Mortgage Note or File with all corrected or completed Basic Papers in it in the case of other Loan Papers that have been corrected pursuant to the Custodian’s Exception Report, unless the Custodian has current actual knowledge
that the relevant Purchased Loan has been liquidated or is the subject of another uncured Disqualifier, the Custodian shall remove the listing of that Purchased Loan from its next Custodian’s Exception Report. 

  
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 3.8. Possession of Files. All Purchased Loan Files at any time delivered to the
Custodian hereunder shall be held by the Custodian in a fire resistant vault, drawer or other suitable depository maintained and controlled solely by the Custodian, in a manner customarily used by institutional mortgage documents custodians and not
commingled with any other assets or property of, or held by, the Custodian for others. The Custodian shall also make appropriate notations in the Custodian’s books and records to reflect that the File has been purchased by the Buyers, and the
Buyers own such File. 
 3.9. Papers Previously Certified by the Custodian. If Mortgage Loans are purchased from a seller
for which U.S. Bank was documents custodian for the Purchased Loans sold, U.S. Bank makes no warranty as to the condition of the Files, the completeness, accuracy or any other characteristics of the Files or the circumstances or documentation under
which the Purchased Loans were previously certified, other than as set forth in this Custody Agreement. No previous certification by U.S. Bank to or for any other Person or entity will be construed to benefit any party to this Custody Agreement or
anyone claiming by, through or under any such party; provided that nothing herein shall be construed to relieve U.S. Bank of any direct obligation under any other agreement between U.S. Bank and any third party. 

4. Release of Files by the Custodian. 
 4.1. Shipping Direction. The Seller may from time to time direct the Custodian to ship any of the Purchased Loans as set forth in this Section 4.1, and unless a Default or an
Event of Default has occurred and is continuing, the Custodian shall do so (and will do so at the direction of the Administrative Agent even if a Default or an Event of Default has occurred and is continuing); provided that if the Custodian
disagrees with any information set forth in any Shipping Request (for sales or transfers) received, the Custodian may correct it with notice to the Seller, or require that the Seller correct it as a condition to the Custodian’s processing such
Shipping Request. 
 4.2. Shipping Purchased Loans. The Seller may direct the Custodian to ship any of the Purchased
Loans (i) that the Seller intends to sell as whole loans to an Approved Investor for reasonably equivalent value in a bona fide transaction (including sales of Purchased Loans under a repurchase agreement for financing purposes) or (ii) to
a custodian or trustee for an Approved Investor for pooling and securitization as MBS and sale of such securities to an underwriter or other third party, by delivering a Shipping Request identifying (a) the Purchased Loans to be so shipped and
sold, (b) the name, address, and contact information (including contact name, phone number and fax number) of the custodian/trustee of Approved Investor and/or Approved Investor, (c) the name, if any, with which the Custodian is to
complete the Mortgage Notes’ endorsement in blank before shipping them, (d) the courier to use and the Seller’s account number to be charged and (e) the scheduled closing date and for securitizations, the date when the Seller
expects the proceeds of the sale of the MBS created will be wired to the Administrative Agent. If such closing date is subsequently changed, the Seller will give the Custodian prompt notice thereof. 

4.3. Repurchases. If the Seller elects to repurchase any Purchased Loans, the Seller shall deliver a Repurchase Request to the
Administrative Agent and the Custodian stating the scheduled repurchase date and identifying those Purchased Loans, whereupon the Custodian 

  
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shall release and return such Files to the Seller if (and only if) both (i) the Seller shall have paid the Repurchase Price therefor to the Administrative Agent in accordance with the
Current Repurchase Agreement (unless such Repurchase Price is deducted from any Margin Excess) and (ii) (unless the Administrative Agent in its discretion shall elect to allow such repurchase notwithstanding the existence of an Event of Default
pursuant to Section 18.9 of the Current Repurchase Agreement) no Event of Default shall have occurred and then be continuing. If the Custodian disagrees with any information set forth in any Repurchase Request received, the Custodian may
require that the Seller correct it as a condition to the Custodian’s processing it. Before the Custodian transfers the Purchased Loans so designated, the Seller will deposit in the Settlement Account a cash amount equal to the sum of the
Repurchase Prices for the Purchased Loans being repurchased (except to the extent the same is to be deducted from any Margin Excess), determined without regard to any Disqualifier that may be applicable. The Administrative Agent’s determination
of the Repurchase Price for each such Purchased Loan, absent manifest error, shall be conclusive. Upon the Administrative Agent’s receipt of such funds in the Settlement Account (or its deduction from any Margin Excess) if no Event of Default
shall have occurred and then be continuing (unless the Administrative Agent has exercised its discretion to allow such repurchase notwithstanding the existence of an Event of Default pursuant to Section 18.9 of the Current Repurchase
Agreement), all claims, rights, liens and security interests of the Administrative Agent, however arising, in and to the Purchased Loans that were so listed in the Repurchase Request, shipped by the Custodian and for which the Administrative Agent
was so paid pursuant to this Section 4.3, shall terminate and be released. The Administrative Agent will notify the Custodian in writing that Administrative Agent has received the full Repurchase Price and shall so instruct the
Custodian to release the related Purchased Loans and the Custodian shall do so. 
 4.4. Shipping Schedule. If the number
of Files to be shipped pursuant to any one or more of the foregoing provisions of this Section 4 is 150 or less and the Shipping Request is received by 10:30 AM (Minneapolis time) on a Business Day, the Custodian will use its best
efforts to ship the Files on that same Business Day. If more than 150 files are to be shipped or the Shipping Request is received later than 10:30 AM (but not later than 2:00 PM) on a Business Day, the Custodian will use its best efforts to ship
them on the next Business Day, unless more than 250 Files are to be shipped, in which event one additional Business Day shall be added for each increment of 200 files in excess of 250 files to be shipped, limited to a maximum of 10 Business Days.

 4.5. Minimum Face Amount of MBS. Any new MBS delivered to an Approved MBS Custodian pursuant to Section 4.3
shall be in a face amount of not less than the aggregate Purchase Price of the Purchased Loans so delivered in exchange for such new MBS. 
 4.6. Shipment of Files. Upon receipt of a Shipping Request and such other required documents and information, the Custodian shall ship such Files (or such of the Basic Papers therefrom as the
relevant Approved Investor requires) under cover of either (i) a Bailee Letter in substantially the form of the Bailee Letter attached as Exhibit A (the Custodian may make changes to such forms from time to time at its election)
or (ii) such form as may be required under any Agency program pursuant to which the relevant Files are being shipped. 

  
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 4.7. Payment of Proceeds of Whole Loans and MBS Sold. Upon purchase by an Approved
Investor of Purchased Loans to be sold as Whole Loans or, in the case of Purchased Loans to be securitized as MBS, upon the sale of the resulting securities to their underwriter or purchaser, the Seller will: 

(a) cause the purchasing Approved Investor to wire to the Administrative Agent, in immediately available funds for deposit
in the Settlement Account, all proceeds of such sale of Whole Loans or MBS to which the Seller is entitled; and 

(b) deposit, or cause to be deposited, in the Settlement Account such additional funds, if any, as are needed to
cause the total amount so deposited in respect of the Purchased Loans shipped to at least equal the aggregate Repurchases Prices of all such Purchased Loans shipped, and the Administrative Agent’s determination of such amounts for each
Purchased Loan shall be conclusive, absent manifest error. 
 Upon the Administrative Agent’s receipt of such funds in the
Settlement Account, all claims, rights, liens and security interests of the Administrative Agent and the Buyers, however arising, in and to the Purchased Loans that were so listed in the Shipping Request, shipped by the Custodian and for which the
Administrative Agent was so paid pursuant to Section 4.7(a) and (b) shall terminate and be released. 
 4.8. If U.S. Bank is Custodian for the Approved Investor. It is understood that U.S. Bank may also function as an agent, representative, bailee and/or document custodian for any Approved Investor
to whom (or whose designee) the Seller may request that Purchased Loans be shipped, in which event the Custodian will segregate from other Purchased Loans’ Files, but will not physically deliver, the affected Files, but may instead issue its
trust receipt or custodian’s receipt to such Approved Investor acknowledging when it is appropriate to do so that the Custodian is holding the affected Files exclusively for such Approved Investor. The trust receipt or custodian’s receipt
may be in the form of either a written or electronic receipt in favor of the Approved Investor. 
 4.9. Custodian Not
Responsible to Obtain Acknowledgement or Confirm Status. In no event shall the Custodian have any obligation to (i) obtain written acknowledgement of receipt from the addressee of any Bailee Letter or other communication sent by the
Custodian hereunder or (ii) confirm the status as an Approved Investor of any Person to which it has been instructed to deliver Mortgage Loans or MBS as long as such Person is listed on Schedule AI to the Current Repurchase Agreement in the
form most recently provided to the Custodian by the Administrative Agent. 
 4.10. Shipment of Files or Loan Papers to the
Seller. From time to time and as appropriate for the servicing of any of the Purchased Loans, the Custodian may release to the Seller the Files or the Loan Papers under a Trust Receipt in the form of Exhibit E. The Seller hereby
acknowledges that pursuant to such Trust Receipt the Seller holds the Loan Papers returned to the Seller in trust for the Administrative Agent (as agent and representative of the Buyers) and that the Buyers shall continue to be the owners of the
Purchased Loans and the related Files pursuant to the Current Repurchase Agreement and the Seller shall not dispute the Buyers’ ownership thereof pursuant to the Current Repurchase Agreement. The Seller shall


  
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promptly return to the Custodian the File or such Loan Papers (whichever the case may be) when the Seller’s need therefor in connection with such servicing no longer exists (but not later in
any case, without the Custodian’s consent, than 19 calendar days after the Custodian shipped them), unless the Purchased Loan shall be liquidated and the proceeds thereof paid to the Administrative Agent for deposit to the Settlement Account
(or deducted from any Margin Excess) in satisfaction of the Repurchase Price, with any excess to be paid over to the Seller unless a Default or Event of Default has occurred and is continuing, in which case the balance of such proceeds shall be
retained in the Settlement Account for application to the Obligations. This provision respecting release to the Seller of Files and Loan Papers by the Custodian shall be operative only to the extent that at any time the Custodian shall not have
released to the Seller Files or Loan Papers pertaining to more than (i) the Aggregate Outstanding Purchase Price from time to time, or (ii) $10,000,000 in principal of Purchased Loans, whichever is less. 

4.11. Release and Indemnification. The Custodian shall not be liable for executing, failing to execute, or for any mistake
in the execution of, such request or instructions in connection with the certification, release or shipment of any Loan Papers, except in the case of the gross negligence or willful misconduct of the Custodian. Seller hereby releases and agrees, to
indemnify, pay, defend and hold harmless the Custodian and each of its officers, directors, employees or agents (the “Indemnified Custodian Parties”) from and against any and all claims, liabilities, obligations,
losses, damages, penalties, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ fees and disbursements) of any kind whatsoever which may be imposed upon, incurred by or asserted against any of the Indemnified
Custodian Parties in any way relating to or arising out of this Custody Agreement or any of the transactions contemplated hereby, whether from the discretionary or nondiscretionary acts or omissions of any of the Indemnified Custodian Parties or any
other Person, in whole or in part arising out of any act or omission of any of the Indemnified Custodian Parties and based on any claim or theory of strict liability, or sole, comparative or contributory negligence, except for a particular
Indemnified Custodian Party’s fraud, gross negligence or willful misconduct. The foregoing indemnification shall survive the termination or assignment of this Custody Agreement and the resignation or removal of the Custodian hereunder. It is
the Seller’s intention to hereby indemnify the Indemnified Custodian Parties against their own sole or concurrent ordinary negligence to the fullest extent allowed by law.  

5. Right of Inspection by Buyers and the Seller. 

Upon at least five Business Days’ written notice to the Custodian, the Buyers, the Seller or the Authorized Seller Representatives,
may at any time, during ordinary business hours, inspect and examine the Files in the possession and custody of the Custodian at such place or places where such Files are deposited. 

6. Custodian’s Fees. 
 The Seller promises to pay the fees of the Custodian accrued under this Custody Agreement pursuant to a separate arrangement between them, subject to adjustment annually, or more frequently if and as the
Custodian and the Seller may agree from time to time. 

  
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 7. Termination of Agreement. 

This Custody Agreement shall become effective on and as of the date hereof and shall terminate upon the Custodian’s receipt of
written notice of termination signed by all of the Buyers, determined for purposes of this Section 7 as excluding the Person serving as the Administrative Agent, and delivery of all Files then held by the Custodian to a successor
custodian or, if authorized in writing by the Administrative Agent, to the Seller or its designee. Notwithstanding any such termination, the Buyers’ ownership interest in the Purchased Loans and their proceeds shall continue in effect until all
Obligations of the Seller to the Buyers and the Administrative Agent have been paid and satisfied in full. The termination of this Custody Agreement shall not operate to remove U.S. Bank as Administrative Agent for purposes of the Current Repurchase
Agreement. 
 8. Resignation or Removal of Custodian. 

8.1. Qualifications of Custodian. The Administrative Agent shall be the Custodian, unless the Administrative Agent shall resign as
Custodian (which does not necessarily obligate the Administrative Agent to resign as Administrative Agent, the two roles may be bifurcated). The Custodian shall satisfy the same qualifications as is required of the Administrative Agent according to
the terms of the Current Repurchase Agreement and shall at all times be a commercial bank or trust company organized and doing business under the laws of the United States of America or any state, district or territory of it authorized under such
laws to exercise corporate trust powers, having a combined capital and unimpaired surplus of at least $100,000,000 and subject to supervision or examination by federal, state, district or territorial Governmental Authority. If such commercial bank
or trust company publishes reports of conditions at least annually, pursuant to law or to the requirements of its supervising or examination Governmental Authority, then for the purposes of this Section 8.1, the combined capital
and unimpaired surplus of such commercial bank or trust company shall be deemed to be its combined capital and unimpaired surplus as set forth in its most recent report of condition so published. In case the Custodian shall cease at any time to be
eligible in accordance with the provisions of this Section 8.1, the Custodian shall resign immediately in the manner and with the effect hereinafter specified in this Section 8. 

8.2. Resignation of the Custodian or any Successor Custodian. The Custodian or any successor hereafter appointed may resign at any
time by giving written notice of resignation to the Seller, the Administrative Agent and the Buyers and complying with the applicable provisions of this Section 8. Upon receiving such notice of resignation, with the Seller’s
consent, which consent shall not unreasonably be delayed or withheld (provided that the Seller’s consent shall not be required if a Default has occurred that has not been cured by the Seller or declared in writing by the Administrative
Agent to have been waived or any Event of Default has occurred that the Administrative Agent has not declared in writing to have been cured or waived), a successor Custodian shall be promptly appointed by the Required Buyers, or, if the Required
Buyers fail to do so on or before 60 days have elapsed after notice to the Seller, the Administrative Agent and the Buyers of the Custodian’s election to resign, by the Administrative Agent, by written instrument, in quadruplicate, one copy of
which instrument shall be delivered to the resigning Custodian, one copy to the Administrative Agent, one copy to the Seller and one copy to the successor Custodian. 

  
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 8.3. Removal of the Custodian or any Successor Custodian. If (a) the Custodian
or any successor shall cease to be eligible in accordance with the provisions of Section 8.1 and shall fail to resign after written request by the Required Buyers; (b) a receiver of the Custodian (or such successor) or of its
property shall be appointed or any Governmental Authority shall take charge or control of Custodian (or such successor) or of its property or affairs for the purpose of rehabilitation, conservation or liquidation or (c) the Custodian (or such
successor) shall be grossly negligent in the performance of its material duties and obligations under this Custody Agreement or engage in willful misconduct concerning any such material duties and obligations, then, in any such case, upon the
consent of the Required Buyers, excluding for purposes of this Section 8.3 any Buyer who is then the custodian hereunder, and the Seller (provided that the Seller’s consent shall not be required if a Default has
occurred that has not been cured by the Seller or declared in writing by the Administrative Agent to have been waived or any Event of Default has occurred that the Administrative Agent has not declared in writing to have been cured or waived), the
Custodian (or such successor) may be removed and a successor custodian appointed by written instrument, in triplicate, one copy of which shall be delivered to the custodian so removed, one copy to the Administrative Agent and one copy to the
successor custodian. 
 8.4. Effective Date of Resignation or Removal. No resignation or removal of the Custodian or any
successor as custodian of the Loan Papers shall be effective until a successor Custodian is appointed pursuant to the provisions of this Section 8 and has accepted the appointment as provided in this Section 8;
provided that if such appointment has not been so made or if the Custodian’s duties have not been assumed by the appointed successor on or before 90 days after the date of the Custodian’s said notice of resignation, the Custodian
may deliver the Files then in its possession to the Administrative Agent at no cost to the Seller and cease acting as Custodian hereunder, and shall have no further responsibility therefor, at the close of business on the tenth Business Day after
such 90-day period. The Custodian or any successor hereafter appointed shall continue to act as custodian under this Custody Agreement until it delivers the Files to a duly appointed successor, or to the Administrative Agent under the circumstances
last above described. 
 8.5. Successor. Any successor Custodian appointed as provided in this Section 8
shall execute and deliver to the Buyers, the Administrative Agent and the Seller and to the Administrative Agent’s predecessor Custodian an instrument accepting such appointment, and thereupon the resignation or removal of the
predecessor Custodian shall become effective and such successor Custodian, without any further act, deed or conveyance, shall become vested with all the rights and obligations of its predecessor, with like effect as if originally named as the
Custodian and shall assume all the duties and obligations in this Custody Agreement as Custodian (but not the duties and obligations of the Administrative Agent under the Current Repurchase Agreement unless the successor Custodian is also a
successor Administrative Agent); provided that upon the written request of the Seller, the Required Buyers or the successor Custodian, the Custodian ceasing to act shall execute and deliver (a) an instrument transferring to such
successor Custodian all of the rights of the Custodian so ceasing to act and (b) to such successor Custodian such instruments as are necessary to transfer all Loan Papers then in the hands of the Custodian to such successor Custodian (including
endorsements in blank and assignments in blank of all such Mortgage Notes and Mortgages that are not already endorsed or assigned in blank). Upon the request of any such successor Custodian made from


  
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time to time, the Seller shall execute any and all papers which the successor Custodian shall reasonably request or require to more fully and certainly vest in and confirm to such successor
Custodian all such rights. No successor Custodian shall accept appointment as provided in this Section 8.5 unless at the time of such acceptance such successor Custodian shall be eligible under the provisions of
Section 8.1. 
 8.6. Merger of the Custodian or any Successor Custodian. Any Person into which the
Custodian or any successor custodian may be merged or converted or with which it may be consolidated, or any Person surviving or resulting from any merger, conversion or consolidation to which the Custodian or successor custodian shall be a party or
any Person succeeding to the commercial banking business of the Administrative Agent or such successor custodian, shall be the successor custodian without the execution or filing of any paper or any further act on the part of any of the parties, but
only if such Person is eligible under the provisions of Section 8.1. 
 9. Limitation on
Obligations of and Reliance By Custodian; Insurance. 
 The Custodian agrees to use its best judgment and good
faith in the performance of any obligations and duties required under this Custody Agreement and shall incur no liability to any other party to this Custody Agreement for its acts or omissions hereunder, except as may result from its fraud, gross
negligence or willful misconduct. The Custodian shall be entitled to rely upon the advice of its legal counsel from time to time and shall not be liable for any action or inaction by it in reliance upon such advice. The Custodian shall also be
entitled to rely upon any notice, document, correspondence, request or directive received by it from any other party to this Custody Agreement that the Custodian believes to be genuine and to have been signed or presented by the proper and duly
authorized officer or representative thereof, and shall not be obligated to inquire as to the authority or power of any Person so executing or presenting such documents or as to the truthfulness of any statements set forth therein. The Custodian
shall at its own expense maintain at all times during the existence of this Custody Agreement and keep in full force and effect fidelity insurance, theft of documents insurance, and forgery insurance. All such insurance shall be with standard
coverage and subject to deductibles as is customary for insurance typically maintained by banks which act as custodians and shall be in such amounts and with an insurance company as are reasonably acceptable to the Administrative Agent. 

10. Notices. 
 All notices, demands, consents, requests and other communications required or permitted to be given or made hereunder, except as otherwise specifically provided in this Custody Agreement, shall be in
writing and shall be either (a) delivered in person, or (b) mailed, by certified, registered or express mail, postage prepaid, addressed to the respective parties hereto at their respective addresses specified below, or (c) sent in a
prepaid overnight delivery envelope via a nationally-recognized courier service that provides weekday next-day delivery service to the addressee’s location, (d) faxed to their respective fax numbers (with a paper copy mailed the same day
as aforesaid) as hereinafter set forth or (e) emailed and displayed or acknowledged as received as hereinafter set forth; provided that any party may change its address for notice by designating such party’s new address in a notice
to the sending party given at least five Business Days before it shall become effective. All notices shall be conclusively deemed to have been properly given or served when received in person, regardless of how sent. Regardless of when received, all
notices shall be conclusively deemed to have been properly given or served if addressed to the parties as set out below: 

  
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 If to the Seller: 
 DHI Mortgage Company, Ltd. 
 10700 Pecan Park Blvd. 

Suite 450 

Austin, TX 78750 

Attention: Lisa Collett 
 Telephone: 512-533-1382 
 Fax: 866-329-2803 

email: lcollett@dhimortgage.com 

If to the Custodian: 
 U.S. Bank
National Association 
 800 Nicollet Mall 
 Minneapolis, MN 55402 
 Attention: Jim Lunderby and Millie Crocker 

Phone: 612-303-3541 and 303-561-9075 
 Email: james.lunderby@usbank.com and mildred.crocker@usbank.com 
 11.
No Assignment or Delegation by Custodian. 
 The Custodian shall not assign, transfer, pledge or grant a security
interest in any of its rights, benefits or privileges hereunder nor delegate or appoint any other Person to perform or carry out any of its duties, responsibilities or obligations under this Custody Agreement; any act or instrument purporting to
effect any such assignment, transfer, pledge, grant delegation or appointment shall be void. 
 12. Buyers’
Assignments and Participation. 
 The Buyers shall be entitled to assign interests and sell participation in the Current
Repurchase Agreement in accordance with the relevant provisions of the Current Repurchase Agreement, provided that the Custodian retains the exclusive authority, notwithstanding any such participation arrangements, to execute this Custody Agreement
(including all Exhibits) as Custodian and to act alone as the Custodian. 
 13. Confidentiality.

 13.1. Seller’s Information. The Custodian is bound by the provisions of Section 16.8 of the Current
Repurchase Agreement regarding confidentiality of the Seller’s proprietary information. 

  
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 13.2. Privacy of Customer Information. The Custodian is bound by the provisions of
Section 16.9 of the Current Repurchase Agreement regarding confidentiality of Seller Customer Information. 
 14.
Controlling Law and Venue. 
 This Custody Agreement (including this choice-of-law provision) and
the other Repurchase Documents shall be governed by and construed and all controversies and disputes arising under, in connection with or relating to this Custody Agreement and the other Repurchase Documents shall be resolved, in accordance with the
laws of the State of New York (pursuant to Section 5-1401 of the New York General Obligations Law to the extent such laws would otherwise not apply) and the United States of America applicable to contracts made and to be wholly performed within
such State. The Seller, the Administrative Agent and the Buyers each hereby irrevocably submits to the nonexclusive jurisdiction and venue of the United States District Court for the Southern District of New York located in the Borough of Manhattan
in the City of New York or, if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County for the purpose of any action or other proceeding arising under, in connection with or relating to the Repurchase
Documents or any related Transaction, pursuant to Section 5-1402 of the New York General Obligations Law to the extent such submission would otherwise not be effective. To the fullest extent permitted by applicable law, the Seller and the
Custodian each irrevocably waives any objection which he, she or it may now or hereafter have to the laying of venue for any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in
an inconvenient forum. Nothing herein shall affect any applicable right of any party at any time to initiate any suit in the United States District Court for the Southern District of New York in Manhattan, or to remove any pending suit to that
Court. Nothing herein shall affect the right of the Custodian to accomplish service of process in any manner permitted by applicable law or to commence legal proceedings or otherwise proceed against the Seller in any other jurisdiction or court.

 15. Agreement for the Exclusive Benefit of Parties. 

This Custody Agreement is for the exclusive benefit of the parties hereto and the Buyers (including in the case of the Buyers, the
Buyers’ participants), and their respective successors and permitted assigns, and shall not be deemed to create or confer any legal or equitable right, remedy, or claim upon any other Person whatsoever. 

16. Waiver of Jury Trial. 
 THE SELLER AND THE CUSTODIAN EACH HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS CUSTODY AGREEMENT OR ANY OF THE OTHER FACILITIES PAPERS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. This waiver of right to trial by jury is separately given, with knowledge of its purpose and effect and voluntarily, by the Seller and
the Custodian, and this waiver is intended to encompass individually each instance and each issue as to which the right of a jury trial would otherwise 

  
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accrue. Each of the parties is hereby authorized to submit this Custody Agreement to any court having jurisdiction over the subject matter and the parties hereto, so as to serve as conclusive
evidence of the foregoing waiver of the right to jury trial. Further, the Seller hereby certifies that no representative or agent of the Custodian has represented, expressly or otherwise, to any shareholder, director, officer, agent or
representative of the Seller that the Custodian will not seek to enforce this waiver of jury trial provision. 
 17.
Entire Agreement. 
 This Custody Agreement contains the entire agreement among the parties hereto with
respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof,
including any prior custody agreements. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Custody Agreement may not be modified or amended other than by
an agreement in writing executed by the parties hereto. 
 18. Exhibits. 

All Exhibits and Schedules referred to herein or attached hereto are hereby incorporated by reference into, and made a part of, this
Custody Agreement. 
 19. Indulgences, Not Waivers. 

Neither the failure nor any delay on the part of a party hereto to exercise any right, remedy, power or privilege under this Custody
Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege with respect to any
occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is writing and is signed by the parties asserted to have granted such waiver. 

20. Titles Not to Affect Interpretation. 

The titles of Sections contained in this Custody Agreement are for convenience only, and they neither form a part of this Custody
Agreement nor are they to be used in the construction or interpretation hereof. 
 21. Provisions
Separable. 
 The provisions of this Custody Agreement are independent of and separable from each other, and no
provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other provisions may be invalid or unenforceable in whole or in part. 

22. Relationship of the Seller and the Custodian. 

The Custodian shall be entitled to deal with the Seller and any and all Loan Papers, payments, instructions, notices or other instruments
on the basis that the Buyers have purchased the Purchased Loans from the Seller and are the sole owners legal and beneficial title thereto, without regard to whether any other Person has any ownership or other interest in the Purchased Loans.


  
 -19-









 23. Existing Custody Agreement. 

Effective as of the Closing Date, this Custody Agreement amends and replaces in its entirety and restates the Existing Custody Agreement.
The terms and conditions of this Custody Agreement supersede, effective as of the Closing Date, the terms and conditions of the Existing Custody Agreement, provided, however, that the obligations incurred under the Existing Custody
Agreement shall not in any circumstance be terminated, extinguished or discharged hereby but shall hereafter be governed by the terms of this Custody Agreement. 
 (The remainder of this page is intentionally blank; unnumbered counterpart signature pages follow.) 

  
 -20-









 IN WITNESS WHEREOF, the parties have entered into this Amended and Restated Custody
Agreement as of the date first set forth above. 
  

			
	DHI MORTGAGE COMPANY, LTD.
	
	By: DHI Mortgage Company GP, Inc.
	Its General Partner
		
	By:	 	 /s/ Mark C. Winter

	Name:	 	Mark C. Winter
	Title:	 	CFO/EVP



  
 S-1

 Amended and Restated Custody Agreement 








 
			
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	/s/ Edwin D. Jenkins
	Name:	 	Edwin D. Jenkins
	Title:	 	Senior Vice President



  
 S-2

 Amended and Restated Custody Agreement 









					
	Attached:
			
	Exhibit A	 	-	    	Form of Bailee Letter
	Exhibit B	 	-	    	Standard Record Layout
	Exhibit C	 	-	    	List of Basic Papers
	Exhibit D	 	-	    	List of Supplemental Papers
	Exhibit E	 	-	    	Form of Trust Receipt
	Exhibit G	 	-	    	Form for transmittal of trailing Basic Papers
	Exhibit H	 	-	    	Form of Repurchase Request
	Exhibit I	 	-	    	Form of Shipping Request








 EXHIBIT A 
 TO AMENDED AND RESTATED CUSTODY AGREEMENT 
 [FORM OF BAILEE LETTER FOR
SHIPMENTS 
 OF LOANS TO INVESTORS FOR PURCHASE OR TO NON-AGENCY MBS 

CUSTODIAN FOR SECURITIZATION AND PURCHASE OF MBS] 
 U.S. BANK NATIONAL ASSOCIATION 
 800 Nicollet Mall 

Minneapolis, MN 55402 
 [Date] 
 [Investor’s and/or MBS Issuer’s Custodian’s name and
address] 
  

	 	Re:	“Bailee Letter” for DHI Mortgage Company, Ltd’s Mortgage Loan(s) shipped herewith for your inspection and (purchase or return)(securitization)


 Ladies and Gentlemen: 
  

	1.	What and Whose Loan Papers Are Enclosed; Conditional Delivery 

 Pursuant to the request of DHI Mortgage Company, Ltd. (the “Mortgage Company”), U.S. Bank National Association (the “Administrative Agent/Custodian”), as
documents custodian for mortgage loans sold by the Mortgage Company to the Buyers under the Amended and Restated Master Repurchase Agreement dated as of March 1, 2013, among the Mortgage Company, the Administrative Agent and the Buyers from
time to time party thereto (as it may be supplemented, amended or restated from time to time, the “Master Repurchase Agreement”; capitalized terms used herein and not defined herein to have the meanings assigned to such terms
in the Master Repurchase Agreement), hereby delivers with this letter to you, as bailee, limited and conditional possession of the promissory notes evidencing the mortgage loans (“Loans”) described on the attached
Exhibit A and the related loan documents (collectively, the “Loan Papers”), for you to inspect the Loan Papers for each Loan and either purchase (accept it for securitization) (and pay the Administrative
Agent/Custodian for it) or return its Loan Papers to the Administrative Agent/Custodian, and for no other use or purpose. Detailed terms of this bailment are stated in Paragraph 6 below. The Loan Papers are also delivered
conditionally: if you are unwilling to accept the terms and conditions of this bailment, as specified below, you must immediately return all Loan Papers to the Administrative Agent/Custodian. 

  
 Ex A-1










 [Investor’s name] 
 [Date] 
 Page 2 

 


	2.	Either Purchase or Return Loans 

 If
applicable, please examine the Loan Papers and decide whether you will purchase any or all of the Loans. To purchase one or more Loans, send a list to the Administrative Agent/Custodian indicating which Loans you are buying and remit the Pay-off
Price (defined in Paragraph 3 below) for each Loan by federal funds immediately available to the Administrative Agent/Custodian wired to: 
 If applicable, please examine the Loan Papers and determine whether the issuer of mortgage-backed securities for whom you are custodian (the “Issuer”) will accept them for
inclusion in the pool of mortgage loans from which mortgage-backed securities (the “Subject Securities”) will be issued (“Securitization”). To accept one or more Loans for Securitization, send a list
to the Administrative Agent/Custodian indicating which Loans the Issuer is accepting and remit the Pay-off Price (defined in Paragraph 3 below) for each Loan by federal funds immediately available to the Administrative Agent/Custodian
wired to: 
 Address for wire in all cases: 
 U.S. Bank National Association 
 800 Nicollet Mall 

Minneapolis, MN 55402 
 ABA number 091000022 
 For Credit Account No. 104756234365 

Further Credit – DHI Mortgage Company, Ltd. Settlement Account 
 Please return the Loan Papers for all Loans that you decide not to purchase to the Administrative Agent/Custodian addressed to: 
 Address for all returns: 
 U.S. Bank National Association 

800 Nicollet Mall 

Mortgage Banking Services 
 Minneapolis, MN 55402 
 Attention: Jim Lunderby and Millie Crocker 

Phone: 612-303-3541 and 303-561-9075 
 Email: james.lunderby@usbank.com and mildred.crocker@usbank.com 
  

	3.	Pay-off Price 

 The “Pay-off
Price” for each Loan is the greater of: 
 (x) the minimum payment required for the Mortgage Company’s
repurchase of such Loan so that the Mortgage Company can sell it to you (the “Release Price”), as set forth in the “Repurchase Price Amount” column of Exhibit A; or 

  
 Ex A-2










 [Investor’s name] 
 [Date] 
 Page 3 

 

 (y) the purchase price that you (the Issuer) and the Mortgage Company have agreed on for
such Loan (the “Agreed Purchase Price”). 
 If you pay the Administrative Agent/Custodian only the Agreed Purchase Price
for a Loan whose Release Price is more than that, while you (or the Issuer) will thereupon become the owner of that Loan, the Administrative Agent/Custodian, for the benefit of the Buyers, retains a security interest in that Loan, which
security interest will not be released unless and until either you (the Issuer) or the Mortgage Company pays the difference and gives the Administrative Agent/Custodian a written notice saying what the payment is for. The notice must give
the Administrative Agent/Custodian enough information to enable it to both (i) identify the Loan with the payment and (ii) determine that the amount of the payment at least equals the excess of the Loan’s Release Price over its Agreed
Purchase Price. 
  

	4.	Loans are Sold to the Buyers 

 Pursuant to
the Master Repurchase Agreement, the Mortgage Company has sold the Loans to the Buyers, and the Custodian holds the Loan Papers, the Loans they evidence and all related security, collateral support and other rights on behalf of the Buyers.

  

	5.	UCC § 9-313(h) Perfection by Possession 

 Although the parties intend that all Transactions under the Master Repurchase Agreement be sales and purchases and not loans, if any one or more Transactions are recharacterized as loans by a court of
competent jurisdiction, the parties have agreed that the Mortgage Company has pledged the Loans to the Administrative Agent, for the benefit of the Buyers, as security for such recharacterized Transactions. To invoke UCC § 9-313(h) to maintain
the perfection by possession of the Loan Papers of the security interest in the Loans held by the Administrative Agent/Custodian (as agent and representative of the Buyers) as secured party, we instruct you hereby, concurrently with this delivery of
the Loan Papers, (1) to hold possession of the Loan Papers for the benefit of the Administrative Agent/Custodian as secured party, or (2) to redeliver the Loan Papers to the Administrative Agent/Custodian. 

 

	6.	The Mortgage Company’s, the Buyers’ and Your Respective Interests in the Loans and the Loan Papers — You Are Only a Bailee


 We are delivering bare possession of the Loan Papers to you as bailee for your (the Issuer’s) inspection and decision
whether you (the Issuer) will buy (Securitize) and pay us (for the Mortgage Company’s credit) for the related Loans or (have you) return to the Administrative Agent/Custodian the Loan Papers for the Loans that you do not purchase (the Issuer
does not accept for Securitization) and pay for. The Buyers retain and reserve all of their ownership rights in the Loans and the Loan Papers, until you purchase (the Issuer Securitizes), and actually make(s) payment to the Administrative
Agent/Custodian for, the Loans in accordance with this bailee letter. Neither you or the Issuer acquires any ownership or security interest in them by our delivery of them to you and neither will acquire any interest in them unless and until you or
the Issuer has paid us for them. No sale on credit is being made, and no credit is being extended to you. This bailee letter and our delivery of the Loan Papers to you creates a “true bailment”


  
 Ex A-3










 [Investor’s name] 
 [Date] 
 Page 4 

 

 
under applicable law, and your interest in the Loan Papers and their related Loans is and will be limited to that of a bailee under such law, with no ability to pass a greater interest to another
(the Issuer or anyone else), unless and until you (or the Issuer) purchase(s) and wire(s) payment of the Pay-off Price (defined below) for the Loans you decide to purchase (that the Issuer accepts for Securitization) (if any) to the Administrative
Agent/Custodian in strict accordance with Paragraph 2 and the other provisions of this bailee letter. 
  

	7.	Administrative Agent/Custodian has Exclusive Authority to Give Instructions 

 With respect to the Loans, only the Administrative Agent/Custodian has authority (A) to request or direct you (the Issuer) (i) where to make payment, (ii) where to return the Loan Papers
for Loans you decide (the Issuer decides) not to purchase (Securitize) or (iii) to take any other action, or (B) to make any agreement with you (or the Issuer). Unless the Administrative Agent/Custodian hereafter gives you different
written instructions or advice, this bailee letter provides all instructions and advice for the Loans and the Loan Papers. Neither you nor the Issuer may honor any notice, direction or other communication from the Mortgage Company (or anyone else)
concerning the Loans or the Loan Papers unless it is specifically confirmed in writing by the Administrative Agent/Custodian. 
  

	8.	No Other Payment or Delivery Before Payment to the Administrative Agent/Custodian 

 You may not make payment for the Loans to anyone but the Administrative Agent/Custodian unless you are otherwise specifically instructed in writing by the Administrative Agent/Custodian. Until the
Administrative Agent/Custodian has received payment of the full Pay-Off Price for a Loan, you may not deliver any of its Loan Papers to anyone other than the Administrative Agent/Custodian without written authorization from the Administrative
Agent/Custodian. DO NOT SEND ANY PAYMENTS OR ANY LOAN PAPERS TO THE MORTGAGE COMPANY. 
  

	9.	45-Day Notice of Issuer’s Decision to Securitize; You or the Issuer Must Pay for Loans You Don’t Specifically Notify Us Are Rejected


 It is very important that you promptly notify us in writing of the Issuer’s decision with respect to each Loan so that
we will know at all times which specific Loans will remain subject to the Custody Agreement and which will not. Accordingly, you agree to give the Administrative Agent/Custodian written notice on or before 45 days after the date of this bailee
letter that identifies which (if any) of the enclosed Loans the Issuer elects not to Securitize, and you agree to pay us for all of the enclosed Loans that you do not list in that notice. 

 

	10.	Our Absolute Right to Require Return of Loan Papers Not Sooner Paid for or Securitized 

 Notwithstanding any other provision of this bailee letter, the enclosed Loan Papers are delivered to you on the express and controlling condition that, unless the Administrative Agent/Custodian has
already received the Pay-Off Price for each of the Loans or the Subject Security based on 

  
 Ex A-4










 [Investor’s name] 
 [Date] 
 Page 5 

 

 
them has already been issued by the Issuer, you will return any or all of them to us, as Administrative Agent/Custodian, promptly upon your receipt of our written direction to do so and in any
event within 45 calendar days after the date of this Bailee Letter, regardless of whether or not the Issuer has decided to (include such Loans in the pool of Loans from which the Subject Security will be created) (Securitize the related Loan or
Loans), excluding only those Loans (if any) for which you have already paid us the Pay-Off Price or from which such a security has already been created and issued. 
  

	11.	You Agree to Keep the Loan Papers Safe 


You agree to keep all of the enclosed Loan Papers in a fire-resistant vault and safe from loss, theft and other casualty and agree to bear any losses,
costs or expenses the Mortgage Company, the Administrative Agent/Custodian and the Buyers may incur as a result of any such event. 
  

	12.	This Letter Controls 

 If any other
written instruction or advice you receive from us, the Mortgage Company or anyone else in respect of the Loans is inconsistent with this bailee letter, then this bailee letter shall control unless the Administrative Agent/Custodian confirms in
writing that the other instruction or advice controls. 
  

	13.	Please Confirm Receipt 

 Please
immediately indicate your receipt of this bailee letter and the enclosed Loan Papers, and your acceptance of and agreement to the bailment and the other terms and conditions stated above, by dating and signing the enclosed copy of this bailee letter
and returning it to us (although your doing so will not be necessary to the effectiveness of any of this bailee letter’s terms, provisions or conditions). 

 

			
	Very truly yours,
	
	U.S. BANK NATIONAL ASSOCIATION,
	Administrative Agent/Custodian


 Attached: 

Exhibit A – Schedule of Loans Shipped 

RECEIPT ACKNOWLEDGED AND BAILMENT, TERMS AND CONDITIONS ACCEPTED AND AGREED TO ON
                    , 200     

 

			
	 [INVESTOR’S NAME AND/OR NAME OF
 MBS ISSUER’S CUSTODIAN]

		
	By:	 	 
	Name:	 	 
	Title:	 	 



  
 Ex A-5









 Exhibit A to Bailee Letter 

Schedule of Loans Shipped 
 Date: [Date] 
  

					
	 Mortgagor Name
	  	Loan Number	  	Repurchase Price
Amount
		  		  	


  
 Ex A to Bailee
Letter 








 EXHIBIT B 
 TO AMENDED AND RESTATED CUSTODY AGREEMENT 
 RECORD LAYOUT 

 

			
	Types of Acceptable	  	
	Formats:	  	1. Excel Workbooks (XLS)
		  	2. Comma Separated Value (CSV or TXT)
		  	3. Flat File (TXT)
		  	4. Data File (DAT)
		  	5. Other (Must be approved by Mortgage Banking Services)
		
	General Information:	  	1. Transmission times are 9:00 A.M., 11:30 A.M., 2:30 P.M. and 3:00 P.M. Central Time
		  	2. You must send separate files segregated by funding type, check, wire, future dated,
		  	construction
		
	File Name:	  	Your Customer Code, Transmission Type (Wire,Check etc.), Date, Letter to indicate File # for the day
		  	Example: XYZWIMMDDYYYYA.XLS (first file of day), XYZWIMMDDYYYYB.XLS (second file of day)
		
	Generating File from your System:	  	Refer to File Layout tab for file layout and field requirements. Some fields require specific data, refer to the Legend tab for conversion details. Any change to the file requires
testing & validation prior to going into production (contact Mortgage Banking for details)
		
	Manual Input on Excel Spreadsheet:	  	1. The spreadsheet is provided by U.S. Bank Mortgage Banking department
	  	2. Some information on the spreadsheet has been pre-populated for your convenience. If you delete information pre-populated you must replace it.
		  	3. Do not Delete Rows or Add Rows in the spreadsheet
		  	4. Do not reformat cells in the spreadsheet
		  	5. Do not add Tabs to the spreadsheet
		  	8. Do not use a space bar to clear a fields, use the delete key
		  	9. It is a good idea to save a back up copy of the blank spreadsheet
		  	10. You may want to create a working directory and a completed directory, open the blank spreadsheet in the working directory and save to the completed. This way the spreadsheet you
start with will always be blank.


  
 Ex B-1










 [MBS Issuer’s Custodian’s name] 
 [Date] 
 Page 2 

 


															
	 Field Name
	  	 Definition
	  	 Data
Type
	  	Start
Position	 	  	Length	 	  	 Required Comment

	acquisition_cost	  	Acquisition Cost (%) Discount (1 Point = 99.000)	  	numeric	  	 	1	  	  	 	10	  	  	
	address	  	Property Street Address	  	varchar	  	 	11	  	  	 	60	  	  	
	address2	  	Property Street Address 2	  	varchar	  	 	71	  	  	 	30	  	  	
	amortization_code	  	Amortization Type (See Legend)	  	char	  	 	101	  	  	 	2	  	  	
	armindex	  	ARM Index (See Legend)	  	varchar	  	 	103	  	  	 	10	  	  	
	armlcap	  	Maximum Interest Rate on ARM	  	numeric	  	 	113	  	  	 	10	  	  	 Required if ARM
 loan

	armmargin	  	% as Indicated on Note which is added to the current index value to calculate the gross interest rate at the time of an interest rate change.	  	numeric	  	 	123	  	  	 	10	  	  	 Required if ARM
 loan

	balloon_flag	  	Balloon—(Y or N)	  	smallint	  	 	133	  	  	 	1	  	  	
	bank_name	  	Receiving Bank Name for Wire Funding	  	varchar	  	 	134	  	  	 	30	  	  	 Required if
 funding by wire

	borr_1_first_name	  	Borrower One first name	  	varchar	  	 	164	  	  	 	20	  	  	
	borr_1_last_name	  	Borrower One last name	  	varchar	  	 	184	  	  	 	20	  	  	
	borr_2_first_name	  	Borrower Two first name	  	varchar	  	 	204	  	  	 	20	  	  	
	borr_2_last_name	  	Borrower Two last name	  	varchar	  	 	224	  	  	 	20	  	  	
	city	  	Property City	  	varchar	  	 	244	  	  	 	40	  	  	
	collateral_key	  	Loan Number	  	varchar	  	 	284	  	  	 	20	  	  	
	collateral_key_related	  	If Second Mortgage or “Combo Loan”, Loan Number of First Mortgage	  	varchar	  	 	304	  	  	 	20	  	  	 Required if
 Second
 Mortgage or

“Combo Loan”

	construction_cost	  		  	numeric	  	 	324	  	  	 	14	  	  	Required if Construction loan
	county	  	County property is located	  	varchar	  	 	338	  	  	 	40	  	  	
	credit_grade_code	  	Credit Grade (See Legend)	  	varchar	  	 	378	  	  	 	4	  	  	
	curr_appraised_value	  	Current fair market value of mortgaged property as of recent date and determined in accordance with Title XI of FIRREA by a qualified appraiser who is a member of the American
Institute of Real Estate Appraisers or other group of professional appraisers	  	numeric	  	 	382	  	  	 	14	  	  	 Required if
 Current
 Appraised Value

is different than Original
 Appraised Value

	curr_cltv	  	Combined loan to value ratio (%) at time of funding, calculation based on (1) the first and second mortgage amounts and (2) the appraised value of the property.	  	numeric	  	 	396	  	  	 	10	  	  	 Required if there
 is a 1st and 2nd
 Mortgage and

the Current
 CLTV
if different
 than Original
 CLTV



  
 Ex B-2










 [MBS Issuer’s Custodian’s name] 
 [Date] 
 Page 3 

 


															
	curr_ltv	  	Loan to Value (%) ratio of the note amount to the appraised value of the mortgaged property.	  	numeric	  	 	406	  	  	 	10	  	  	 Required if
 Current LTV is
 different than Original LTV

	curr_rate	  	Current Interest Rate (%) of mortgage loan	  	numeric	  	 	416	  	  	 	10	  	  	 Required if
 Current Rate is
 different than

Original Rate

	curr_upb	  	Current unpaid principle balance	  	numeric	  	 	426	  	  	 	14	  	  	
	debt_service_ratio	  	Ration (%) of the borrower’s total monthly obligations to monthly income.	  	numeric	  	 	440	  	  	 	10	  	  	
	doc_level_code	  	Document Level Code (See Legend)	  	varchar	  	 	450	  	  	 	1	  	  	
	fico_score	  	Numeric score provided by Fair Isaac & Co and used to evaluate the primary borrower’s credit history and underwrite the loan	  	smallint	  	 	451	  	  	 	4	  	  	
	firstdue	  	Date first Principle & Interest payment is due	  	datetime	  	 	455	  	  	 	10	  	  	
	funding_amount	  	Wire or Check Amount	  	numeric	  	 	465	  	  	 	14	  	  	
	funding_date	  	Date of Wire Transfer for funding	  	datetime	  	 	479	  	  	 	10	  	  	 Required if Wire
 funding (Check
 funding will

populate when

check clears)

	funding_id	  	Check or Draft #	  	varchar	  	 	489	  	  	 	20	  	  	 Required if
 Funding by
 Check or Draft

	funding_method_code	  	Wire or Check (1 = Wire 3 = Check)	  	char	  	 	509	  	  	 	2	  	  	
	interest_only_flag	  	Interest Only Loan (Y or N)	  	smallint	  	 	511	  	  	 	1	  	  	
	interest_only_period	  	Specified the length of time (in months) which the Interest Only payments will apply.	  	smallint	  	 	512	  	  	 	3	  	  	 Required if
 Interest Only
 loan

	inv_commit_expire_date	  	Takeout commitment expiration date	  	datetime	  	 	515	  	  	 	10	  	  	
	inv_commit_price	  	Takeout commitment price (%)	  	numeric	  	 	525	  	  	 	10	  	  	
	investor_code	  	Investor Code of investor committed to purchase the loan (See Legend)	  	varchar	  	 	535	  	  	 	4	  	  	


  
 Ex B-3










 [MBS Issuer’s Custodian’s name] 
 [Date] 
 Page 4 

 


															
	is_ff_eligible	  	Indicates if the Loan meets the eligibility requirements for sale to Fannie Mae or Freddie Mac (Y or N)	  	smallint	  	 	539	  	  	 	1	  	  	
	is_negam	  	Payment Option ARM allows borrowers to choose variety of monthly payment options within a specified period of time from the first payment due date at the interest rate in effect
during the preceding month. Loan is subject to adjustments to the minimum monthly payment and/or recast at specified intervals. (Y or N)	  	smallint	  	 	540	  	  	 	1	  	  	
	is_temporary_buydown	  	Is the loan a temporary buydown loan	  	smallint	  	 	541	  	  	 	1	  	  	
	jr_lien_amount	  	If Second Mortgage or “Combo Loan”, Loan Number of First Mortgage	  	numeric	  	 	542	  	  	 	14	  	  	 Required if
 Second
 Mortgage or “Combo Loan”

	lien_position	  	Lien type of mortgage (1 = 1st Mortgage, 2 = 2nd Mortgage)	  	varchar	  	 	556	  	  	 	1	  	  	
	loan_program	  	Loan Program Code for State, County, or other government loan programs e.g. Down payment assistance program, affordable refinance program	  	varchar	  	 	557	  	  	 	10	  	  	 Verbose field, US
 Bank will accept
 lenders code with

a legend.

	maturity	  	The date when the mortgage loan is due to be repaid in full	  	datetime	  	 	567	  	  	 	10	  	  	
	mers_flag	  	Registerd on MERS (Y or N)	  	smallint	  	 	577	  	  	 	1	  	  	
	mers_min	  	MIN # registered with MERS	  	varchar	  	 	578	  	  	 	20	  	  	 Required if
 MERS flag = Yes

	mtg_ins_pct	  	% of the mortgage covered by insurance (1st Mtg only)	  	numeric	  	 	598	  	  	 	10	  	  	
	occupancy_code	  	Occurpancy Code (See Legend)	  	varchar	  	 	608	  	  	 	2	  	  	
	orig_appraised_value	  	Original fair market value of mortgaged property as of recent date and determined in accordance with Title XI of FIRREA by a qualified appraiser who is a member of the American
Institute of Real Estate Appraisers or other group of professional appraisers	  	numeric	  	 	610	  	  	 	14	  	  	
	orig_rate	  	Initial Interest Rate (%) of mortgage loan	  	numeric	  	 	624	  	  	 	10	  	  	
	orig_upb	  	Note Amount	  	numeric	  	 	634	  	  	 	14	  	  	


  
 Ex B-4










 [MBS Issuer’s Custodian’s name] 
 [Date] 
 Page 5 

 


															
	original_cltv	  	Original combined loan to value ratio (%) at time of funding, calculation based on (1) the first and second mortgage amounts and (2) the appraised value of the
property.	  	numeric	  	 	648	  	  	 	10	  	  	
	original_ltv	  	Original Loan to Value (%) ratio of the note amount to the appraised value of the mortgaged property.	  	numeric	  	 	658	  	  	 	10	  	  	
	original_term	  	Term of note in months	  	smallint	  	 	668	  	  	 	3	  	  	
	origination_date	  	Note Date	  	datetime	  	 	671	  	  	 	10	  	  	
	originator_code	  	If the loan was purchased from another entity and not closed in your name, (B = Broker, C = Correspondent)	  	varchar	  	 	681	  	  	 	4	  	  	Required if purchase from another entity
	payee1_abanum	  	Receiving Bank ABA #	  	varchar	  	 	685	  	  	 	10	  	  	Requiired if Wire Funding
	payee1_accountnum	  	Closing Agent Account Number	  	varchar	  	 	695	  	  	 	20	  	  	Required if Wire Funding
	payee1_address	  	Receiving Bank Street Address	  	varchar	  	 	715	  	  	 	60	  	  	Required if Wire Funding
	payee1_city	  	Receiving Bank City	  	varchar	  	 	775	  	  	 	40	  	  	Required if Wire Funding
	payee1_instruction1	  	Information for Beneficiary	  	varchar	  	 	815	  	  	 	70	  	  	Optional if Wire Funding
	payee1_name	  	Closing Agent Name	  	varchar	  	 	885	  	  	 	60	  	  	Required if Wire Funding
	payee1_state	  	Receiving Bank State	  	varchar	  	 	945	  	  	 	2	  	  	Required if funding by wire
	payee2_accountnum	  	Beneficiary Bank Account # If Bene Bank different from Receiving Bank	  	varchar	  	 	947	  	  	 	20	  	  	 Required if
 funding by wire
 and if Bene BK is different than Receiving BK

	payee2_instruction2	  		  	varchar	  	 	967	  	  	 	70	  	  	Required if Wire Funding
	payee2_name	  	Beneficiary Bank Name If Bene Bank different from Receiving Bank	  	varchar	  	 	1037	  	  	 	60	  	  	 Required if
 funding by wire
 and if Bene BK is different than Receiving BK

	pmt_change_frequency	  	# months between scheduled interest rate changes	  	smallint	  	 	1097	  	  	 	3	  	  	Required if ARM loan
	prepay_penalty_flag	  	Prepayment Penalty (Y or N)	  	smallint	  	 	1100	  	  	 	1	  	  	
	prepay_period	  	Stated in Months	  	smallint	  	 	1101	  	  	 	3	  	  	 Required if
 Prepay Penalty
 Flag = Yes

	product_code	  	Product Code (See Legend)	  	varchar	  	 	1104	  	  	 	8	  	  	


  
 Ex B-5










 [MBS Issuer’s Custodian’s name] 
 [Date] 
 Page 6 

 


															
	property_type_code	  	Property Type Code (See Legend)	  	varchar	  	 	1112	  	  	 	4	  	  	
	purpose_code	  	Purpose Code (See Legend)	  	varchar	  	 	1116	  	  	 	2	  	  	
	servicing_status_code	  	Servicing Status Code (See Legend)	  	char	  	 	1118	  	  	 	4	  	  	
	sr_lien_amount	  	If Second Mortgage or “Combo Loan”, Loan Number of First Mortgage	  	numeric	  	 	1122	  	  	 	14	  	  	 Required if
 Second
 Mortgage or “Combo Loan”

	state	  	Property State	  	char	  	 	1136	  	  	 	2	  	  	
	units	  	Number of units purchased as stated on the mortgage documents	  	smallint	  	 	1138	  	  	 	2	  	  	
	wap_price	  	Loan Portfolio Weighted Average Commitment Price	  	numeric	  	 	1140	  	  	 	10	  	  	Required
	zip	  	Property Zip	  	varchar	  	 	1150	  	  	 	10	  	  	
	repeat_code	  	Repeat Code #	  	varchar	  	 	1160	  	  	 	10	  	  	 Required for
 repeat wires

	wire_type	  	Type of wire F = Freeform, S = Semi Repeat Code, R = Repeat Code	  	varchar	  	 	1170	  	  	 	1	  	  	Required
	A1P11	  	The first A1P1 Investor Code the loan is underwritten to	  	varchar	  	 	1171	  	  	 	4	  	  	 Required for non-
 comforming
 loans

	A1P12	  	The second A1P1 Investor Code the loan is underwritten to	  	varchar	  	 	1175	  	  	 	4	  	  	 Required for non-
 comforming
 loans

	MIP_ins_fee	  	Amount of financed Mortgage Insurance Premium	  	numeric	  	 	1179	  	  	 	10	  	  	 Required for
 loans with the
 MIP rolled into

the loan.



  
 Ex B-6









 EXHIBIT C 
 TO AMENDED AND RESTATED CUSTODY AGREEMENT 
 LIST OF BASIC PAPERS

 The following are the Basic Papers for Purchased Loans: 

(a) the original Mortgage Note, bearing all intervening endorsements to negotiate it from the original payee named therein
to the Seller and endorsed by the Seller as follows: 
 Pay To The Order Of 

 
  

Without Recourse 

[COMPANY’S NAME] 
 [signature] 
 [name, title] 

(b) the recorded original or a Certified Copy of the power of attorney for each maker of the Mortgage Note who (if any)
did not personally execute the Mortgage Note and for whom the Mortgage Note was executed by an attorney-in-fact; 

(c) the recorded original or a Certified Copy of the Mortgage securing such Mortgage Note; 

(d) the signed original of a Mortgage Assignment assigning the Mortgage in blank in a form that
is complete so as to be recordable in the jurisdiction where the Mortgaged Premises are located without the need for completion of any blanks or supplying of any other information; provided that no Mortgage Assignment is required for any
Mortgage that has been originated in the name of MERS and registered under the MERS® System; and 

(e) originals or Certified Copies of all intervening assignments (if any) reflecting a complete
chain of assignment of such Mortgage from the original mortgagee to the Seller; provided that intervening assignments are not required for any Mortgage that has been originated in the name of MERS and registered under the MERS® System. 

  
 Ex C-1









 EXHIBIT D 
 TO AMENDED AND RESTATED CUSTODY AGREEMENT 
 LIST OF SUPPLEMENTAL PAPERS

 (a) Except for FHA or VA Loans for which the relevant Agency Guidelines specify that no Lender’s
Title Insurance Policy is required, an original Lender’s Title Insurance Policy, a commitment to issue one or (if applicable) a Preliminary Title Report (and by submitting a Preliminary Title Report, the Seller will be deemed to warrant and
represent to the Custodian that the real property covered by the relevant Mortgage is located in California). 

(b) Except for “stated value” Mortgage Loans for which no appraisal is required, a true and complete copy of the
pages from the initial Appraisal Report for the Mortgaged Premises, together with such pages from the Appraisal Reports of all Current Appraisals or Current Broker’s Price Opinions therefor (if any) required by the Current Repurchase Agreement,
that (1) identify the Mortgaged Premises, (2) state the appraiser’s or broker’s opinion of their value and (3) contain the appraiser’s or broker’s signed signature block. 

(c) For any FHA Mortgage Loan, the original or a copy of the HUD-1 Settlement Statement signed by the maker(s) of the
Mortgage Note and by its escrow/settlement Custodian with the certifications by each that are required by HUD Mortgagee Letter 86-10 dated May 5, 1986, or (ii) for any other Mortgage Loan, a copy of the HUD-1 Settlement Statement
accompanied by (or stamped with) a certification signed by the escrow/settlement agent stating substantially that the statement is an accurate account of the Mortgage Loan transaction (or a copy of such statement signed by the maker(s) of the
Mortgage Note). 
 (d) (If applicable) the Purchase Commitment covering such Purchased Loan. 

(e) A certificate of the Standard Hazard Insurance Policy for the related Mortgaged Premises (and, when received, the
original policy of such insurance). (f) A certificate of the Flood Insurance Policy covering the Mortgaged Premises or the Mortgage Loan’s originator’s (or its agent’s or contractor’s) written statement that no part of the
Mortgaged Premises is in a special flood hazard area according to the relevant Federal Emergency Management Administration or Corps of Engineers flood map. 
 (g) (If applicable) the original assumption agreement. 
 (h) Except
for Purchased Loans covered by a Purchase Commitment under the express terms of which the Approved Investor does not require mortgage insurance, for each conventional loan whose original loan-to-value ratio was greater than 80%, a certificate of
Primary Mortgage Insurance Policy covering such Mortgage Loan or a certificate of a Pool Insurance Policy covering a pool of Mortgage Loans of which such Purchased Loan is a part. 

  
 Ex D-1









 (i) If applicable, evidence of Notice to Customer and Rescission required by
the federal Truth-in-Lending Law and Federal Reserve Regulation Z, and evidence of all disclosure statements required by the Real Estate Settlement Procedures Act and implementing regulations. 

(j) Evidence of completion or a certificate of completion, as appropriate under the circumstances. 

(k) All other original papers related to such Purchased Loan. 

  
 Ex D-2









 EXHIBIT E 
 TO AMENDED AND RESTATED CUSTODY AGREEMENT 
 TRUST RECEIPT

 Temporary Release of Mortgage Note 
 The undersigned hereby acknowledges receipt this             day of             ,
            , from U.S. Bank National Association (the “Custodian”) of the following described property (hereinafter called “Mortgage Note”): 

Mortgage Note for Loan #             Mortgagor Name: The undersigned
represents, warrants and agrees that:                             

1. The undersigned has requested and obtained possession of the Mortgage Note from the Custodian for one of the purposes set forth below
and for no other purpose: 
 Correction
of:                                        
                                       

2. The Mortgage Note and the proceeds thereof are and will remain the property of, and subject to the security interest held by, the
Custodian and the undersigned will keep the Mortgage Note and any such proceeds segregated and identifiable and free and clear of all liens, charges and encumbrances. 
 3. The Mortgage Note will be redelivered to the Custodian or its designee as soon as the purpose for which possession was taken has been accomplished, and in any event within 19 calendar days from the
date hereof. 
 4. In the event of any default in the performance of any term or condition of this Trust Receipt, all or any
part of the obligations secured by the Mortgage Note may be declared immediately due and payable without notice or demand or the Administrative Agent can require the undersigned to repurchase the Purchased Loan to which the Mortgage Note relates for
the Repurchase Price. 
 5 Additional limitations, if any: 

 

			
	[DHI MORTGAGE COMPANY, LTD.]
		
	By	 	 
		 	Its                            
                                         
       



  
 Ex E-1









 EXHIBIT G 
 TO AMENDED AND RESTATED CUSTODY AGREEMENT 
 FORM FOR TRANSMITTAL OF TRAILING
DOCUMENTS 
  

	To:	U.S. Bank National Association 


	    	800 Nicollet Mall 


	    	Minneapolis, MN 55402 


	    	Attention: Jim Lunderby and Millie Crocker 


	    	Phone: 612-303-3541 and 303-561-9075 


	    	Email: james.lunderby@usbank.com and mildred.crocker@usbank.com 

  

	From:	DHI Mortgage Company, Ltd. 


	    	10700 Pecan Park Blvd. 


	    	Suite 450 


	    	Austin, TX 78750 


	    	Attention: Lisa Collett 


	    	Telephone: 512-533-1382 


	    	Fax: 866-699-0331 

 Ladies and Gentlemen:

 Pursuant to Section 2.2 of the Amended and Restated Custody Agreement dated March 1, 2013 (as amended, the
“Custody Agreement”), among DHI Mortgage Company, Ltd. (the “Seller”) and U.S. Bank National Association, as agent and representative of the buyers party to the Current Repurchase Agreement referred to
therein (in that capacity, the “Administrative Agent”), and as custodian (the “Custodian”), the Seller hereby submits the following Basic Papers for the following File, as trailing documents for
placement in such File: 
  

							
	 LOAN NO.
	  	 CUSTOMER’S NAME
	  	 ORIGINAL PRINCIPAL

AMOUNT
	  	 BASIC PAPERS DELIVERED
HEREWITH

		  		  		  	

  

			
	 Very truly yours,
  

DHI MORTGAGE COMPANY, LTD.
 BY: DHI MORTGAGE
COMPANY GP, INC.
 ITS: GENERAL PARTNER

		
	By:	 	 
	Name:	 	 
	Title:	 	 
	Phone:	 	 
	email:	 	 



  
 Ex G-1









 EXHIBIT H 
 TO AMENDED AND RESTATED CUSTODY AGREEMENT 
 REPURCHASE REQUEST

  

	Date:	                     


 

	To:	U.S. Bank National Association 


	    	Attention: Jim Lunderby and Millie Crocker, Mortgage Banking Services 


	    	800 Nicollet Mall 


	    	Minneapolis, MN 55402 

  

	    	Phone: 612-303-3541 and 303-561-9075 


	    	Email: james.lunderby@usbank.com and mildred.crocker@usbank.com 

 Ladies and Gentlemen: 
 Pursuant to Section 4.3 of the Amended and Restated
Custody Agreement dated March 1, 2013 (as amended, the “Custody Agreement”), among DHI Mortgage Company, Ltd. (the “Seller”), and U.S. Bank National Association, as agent and representative of the
buyers party to the Current Repurchase Agreement referred to therein (in that capacity, the “Administrative Agent”), and as custodian (the “Custodian”), the Seller elects to repurchase the following
Purchased Loans: 
  

					
	 LOAN NO.
	  	 CUSTOMER’S NAME
	  	 NOTE AMT.

		  		  	
		  		  	

  
 Please either confirm that the
aggregate Repurchase Price for the Purchased Loans to be repurchased is $            or advise the Seller of the correct aggregate Repurchase Price. 

Upon the Administrative Agent’s acknowledgment to Custodian of receipt of payment of the aggregate Repurchase Price, please ship the
Files either by             or by such other courier service as we have designated to you as “approved”. The courier will act as an independent contractor bailee acting solely as
our bailee for hire. We agree that you will not be responsible for any delays in shipment caused by the courier or any other actions or inactions of the courier, including, without limitation, any loss of any Loan Papers. 

  
 Ex H-1









 Please have the courier bill us by using our acct
#            . If you have any questions or need any additional documentation, please call             at
(            )             . 
  


			
	 DHI MORTGAGE COMPANY, LTD.
 BY: DHI MORTGAGE COMPANY GP, INC.
 ITS: GENERAL PARTNER

		
	By:	 	 
	Name:	 	 
	Title:	 	 



  
 Ex H-2









 EXHIBIT I 
 AMENDED AND RESTATED CUSTODY AGREEMENT 
 Shipping Request 

(date) 
  

	To:	U.S. Bank National Association (Custodian) 


	    	800 Nicollet Mall 


	    	Minneapolis, MN 55402 


	    	Attention: Jim Lunderby, Mortgage Banking Services 

  

	From:	DHI Mortgage Company, Ltd. 


	    	10700 Pecan Park Blvd. 


	    	Suite 450 


	    	Austin, TX 78750 


	    	Attention: Lisa Collett 


	    	Telephone: 512-533-1382 


	    	Fax: 866-699-0331 

 Re: Shipping Identified
Purchased Loans to Custodian of (or to) Approved Investor for Securitization or sale 
 Ladies and Gentlemen: 

Pursuant to Section 4 of the Amended and Restated Custody Agreement dated March 1, 2013 (as amended, the “Custody
Agreement”), among DHI Mortgage Company, Ltd. (the “Seller”), and U.S. Bank National Association as a buyer and as agent and representative of the Buyers party thereto (in that capacity, the “Administrative
Agent”) and certain other Buyers, and as custodian (the “Custodian”), the Seller hereby requests the shipment of the Files specified on Exhibit A attached hereto or specified Basic Papers and/or
Supplemental Papers from such File to the custodian/trustee of                     (an Approved Investor) or to the Approved Investor at the address
below: 
 (Name of Custodian of Approved Investor and/or of Approved Investor) 
 (address) 
 (name of person or department to whose attention Files are to be sent)

 (Phone Number) 
 The Mortgage Notes so shipped shall be endorsed in the name of                     . 

The Custodian is directed to use
                    (name of courier) and to charge Seller’s account number
                    , with such courier for shipping charges. 
 The Seller requests shipment under the appropriate form of bailee letter from the Administrative Agent/Custodian to the custodian/trustee for the Approved Investor or to the Approved Investor. 


  
 Ex I-1









 The courier designated above will act as an independent contractor bailee acting solely on
your behalf as custodian for hire for the Administrative Agent, as those and other capitalized terms used but not defined herein are defined in the Custody Agreement, as it may have been supplemented, amended or restated. We agree that you will not
be responsible for any delays in shipment caused by the courier or any other actions or inactions of the courier, including, without limitation, any loss of any Loan Papers. 

 

			
	 DHI MORTGAGE COMPANY, LTD.
 BY: DHI MORTGAGE COMPANY GP, INC.
 ITS: GENERAL PARTNER

		
	By:	 	 
	Name:	 	 
	Title:	 	 



  
 Ex I-2









 Exhibit A to Shipping Request 

Date: [Date] 
  

							
	 Investor Name
	  	 Mortgagor Name
	  	 Loan Number
	  	 Loan Amount

		  		  		  	
		  		  		  	


  
 Ex A-1 to
Shipping Request