Common use of CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS AND RECORDS Clause in Contracts

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS AND RECORDS. CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. On each Closing Date, the Seller, simultaneously with the execution and delivery of the related Acknowledgment and Conveyance Agreement, does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, all right, title and interest of the Seller in and to the Mortgage Loans included in the related Mortgage Loan Package, together with Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan. Pursuant to Section 2.03 hereof, on or prior to each Closing Date, the Seller shall deliver the Mortgage File for each Mortgage Loan included in the related Mortgage Loan Package to the Purchaser or its designee. The contents of each Servicing File not delivered to the Purchaser are and shall be held in trust by the Seller for the benefit of Purchaser as the owner thereof. The Seller's possession of any portion of the Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan, and such retention and possession by the Seller shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage, and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in such custodial capacity only. The Servicing File retained by the Seller shall be segregated from the other books and records of the Seller and shall be appropriately marked to clearly reflect the sale of the related Mortgage Loan to the Purchaser. The Seller shall release from its custody the contents of any Servicing File retained by it only in accordance with the written instructions from the Purchaser, unless such release is required as incidental to the Seller's servicing the Mortgage Loans pursuant hereto or is in connection with a repurchase of any Mortgage Loan pursuant hereto.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS AND RECORDS. CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. On The Company, on each Closing Date, the Seller, simultaneously with the execution and delivery of the related Acknowledgment and Conveyance Agreement, Date does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, all the right, title and interest of the Seller Company in and to the Mortgage Loans included in the related Mortgage Loan Package, together with Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan. Pursuant to Section 2.03 hereof, on or prior to each Closing Date2.03, the Seller shall deliver Company has delivered the Mortgage File Loan Documents for each Mortgage Loan included in the related Mortgage Loan Package to the Purchaser or its designeeCustodian. The contents of each Servicing Mortgage File not delivered to the Purchaser Custodian are and shall be held in trust by the Seller Company for the benefit of the Purchaser as the owner thereof. The Seller's Company shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of any portion of the each Servicing File by the Company is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan, and such retention and possession by the Seller shall be Company is in a custodial capacity only. The Upon the sale of the Mortgage Loans the ownership of each Mortgage Note, Mortgage, the related Mortgage and the contents of the related Mortgage File and Servicing File is vested shall vest immediately in the Purchaser Purchaser, and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller Company shall vest immediately vest in the Purchaser and shall be retained and maintainedmaintained by the Company, in trust, by the Seller at the will of the Purchaser and only in such custodial capacity onlycapacity. The Each Servicing File retained by the Seller shall be segregated from the other books and records of the Seller Company and shall be marked appropriately marked to reflect clearly reflect the sale of the related Mortgage Loan to the Purchaser. The Seller Company shall release from its custody of the contents of any Servicing File retained by it only in accordance with the written instructions from the Purchaser, unless such release is required as incidental to the SellerCompany's servicing of the Mortgage Loans pursuant hereto or is in connection with a repurchase of any Mortgage Loan pursuant heretoto Section 3.03, 3.06, or 6.02.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS AND RECORDS. CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. On each Closing Date, the SellerThe Company, simultaneously with the execution and delivery payment of the related Acknowledgment Purchase Price shall execute and deliver to the Purchaser an Assignment and Conveyance Agreement, does hereby sell, transfer, assign, set over and convey with respect to the Purchaser, without recourse, but subject to the terms of this Agreement, all right, title and interest of the Seller in and to the Mortgage Loans included in the related Mortgage Loan Package, together with Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan. Pursuant to Section 2.03 hereof, on or prior to each Closing Date, the Seller shall deliver the Mortgage File for each Mortgage Loan included in the related Mortgage Loan Package in the form attached hereto as Exhibit K. Pursuant to Section 2.03 and Section 2.04, at least seven (7) Business Days prior to the Purchaser or its designeerelated Closing Date the Company shall have delivered the Mortgage Loan Documents for each Mortgage Loan in the Mortgage Loan Package to the Custodian. The contents of each Servicing Mortgage File not delivered to the Purchaser Custodian are and shall be held in trust by the Seller Company for the benefit of the Purchaser as the owner thereof. The Seller's Company shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of any portion of the each Servicing File by the Company is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan, and such retention and possession by the Seller shall be Company is in a custodial capacity only. The Upon the sale of the Mortgage Loans, the ownership of each Mortgage Note, Mortgage, the related Mortgage and the contents of the related Mortgage File and Servicing File is vested shall vest immediately in the Purchaser Purchaser, and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller Company shall vest immediately vest in the Purchaser and shall be retained and maintainedmaintained by the Company, in trust, by the Seller at the will of the Purchaser and only in such custodial capacity onlycapacity. The Each Servicing File retained by the Seller shall be segregated from the other books and records of the Seller Company and shall be marked appropriately marked to reflect clearly reflect the sale of the related Mortgage Loan to the Purchaser. The Seller Company shall release from its custody of the contents of any Servicing File retained by it only in accordance with the written instructions from the Purchaser, unless such release is required as incidental to the SellerCompany's servicing of the Mortgage Loans pursuant hereto or is in connection with a repurchase of any Mortgage Loan pursuant heretoto Section 3.03 or 6.02.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS AND RECORDS. CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. On Pursuant to each Assignment and Conveyance Agreement, on the related Closing Date, the SellerCompany, simultaneously with the execution and delivery payment of Purchase Price by the related Acknowledgment and Conveyance AgreementPurchaser, does hereby shall thereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement and the related Assignment and Conveyance Agreement, all the right, title and interest of the Seller Company in and to the Mortgage Loans included in listed on the respective Mortgage Loan Schedule annexed to such Assignment and Conveyance Agreement. The Company shall deliver the related Mortgage Loan Package, together with Mortgage Files Schedule and all rights and obligations arising under the documents contained therein for each Mortgage Loanrelated Data File to the Purchaser at least two (2) Business Days before the Closing Date. Pursuant to Section 2.03 hereof, on or prior to each Closing Date2.03, the Seller Company shall deliver the Mortgage File Loan Documents for each Mortgage Loan included in comprising the related Mortgage Loan Package to the Purchaser or its designeeCustodian. The In addition to the documents delivered to the Custodian, the Company shall maintain a Servicing File consisting of a copy of the contents of each Servicing Mortgage File and the originals of the documents in each Mortgage File not delivered to the Purchaser are and shall be held in trust Custodian. The possession of each Servicing File by the Seller for the benefit of Purchaser as the owner thereof. The Seller's possession of any portion of the Servicing File Company is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan, and such retention and possession by the Seller shall be Company is in a custodial capacity only. The ownership of each Mortgage Note, Mortgage, and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in such custodial capacity only. The Servicing File retained by the Seller shall be segregated from the other books and records of the Seller and shall be appropriately marked to clearly reflect Upon the sale of the related Mortgage Loan Loans to the Purchaser. The Seller shall release from its custody the contents of any Servicing File retained by it only in accordance with the written instructions from the Purchaser, unless such release is required as incidental Purchaser pursuant to the Seller's servicing the Mortgage Loans pursuant hereto or is in connection with a repurchase of any Mortgage Loan pursuant hereto.the

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS AND RECORDS. CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. On each Closing Date, the SellerThe Company, simultaneously with the execution and delivery of the related Acknowledgment and Conveyance this Agreement, does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, all the right, title and interest of the Seller Company in and to the Mortgage Loans included in Loans, including all interest and principal received by the Company on or with respect to the related Mortgage Loan PackageLoans after the Cut-off Date (and including Monthly Payments due after the Cut-off Date but received by the Company on or before the Cut-off Date, together with but not including payments of principal and interest due on the Mortgage Files and all rights and obligations arising under Loans on or before the documents contained therein for Cut-off Date). The principal balance of each Mortgage LoanLoan as of the Cut-off Date shall be determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Company shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Company to the Purchaser, and shall remit such amounts as provided in Section 5.01. Pursuant to Section 2.03 hereof, on or prior to each Closing Date2.03, the Seller shall deliver Company has delivered the Mortgage File for each Mortgage Loan included in the related Mortgage Loan Package Documents to the Purchaser or its designeeCustodian. The contents of each Servicing Mortgage File not delivered to the Purchaser Custodian are and shall be held in trust by the Seller Company for the benefit of the Purchaser as the owner thereof. The Seller's Company shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of any portion of the each Servicing File by the Company is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan, and such retention and possession by the Seller shall be Company is in a custodial capacity only. The Upon the sale of the Mortgage Loans the ownership of each Mortgage Note, Mortgage, the related Mortgage and the contents of the related Mortgage File and Servicing File is vested shall vest immediately in the Purchaser Purchaser, and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller Company shall vest immediately vest in the Purchaser and shall be retained and maintainedmaintained by the Company, in trust, by the Seller at the will of the Purchaser and only in such custodial capacity onlycapacity. The Servicing File retained by the Seller shall be segregated from the other books and records of the Seller and shall be appropriately marked to clearly reflect the sale of the related Mortgage Loan to the Purchaser. The Seller Company shall release from its custody of the contents of any Servicing File retained by it only in accordance with the written instructions from the Purchaser, unless such release is required as incidental to the SellerCompany's servicing of the Mortgage Loans pursuant hereto or is in connection with a repurchase of any Mortgage Loan pursuant heretoto Sections 2.03, 3.03 or 6.02.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS AND RECORDS. CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS DOCUMENTS Section 2.01 Conveyance of Mortgage LoansCONVEYANCE OF MORTGAGE LOANS; Possession of Mortgage FilesPOSSESSION OF MORTGAGE FILES; Maintenance of Servicing FilesMAINTENANCE OF SERVICING FILES. On each Closing Date, the SellerThe Company, simultaneously with the execution and delivery payment of the related Acknowledgment Purchase Price shall execute and deliver to the Purchaser an Assignment and Conveyance Agreement, does hereby sell, transfer, assign, set over and convey with respect to the Purchaser, without recourse, but subject to the terms of this Agreement, all right, title and interest of the Seller in and to the Mortgage Loans included in the related Mortgage Loan Package, together with Mortgage Files and all rights and obligations arising under Package in the documents contained therein for each Mortgage Loan. form attached hereto as EXHIBIT L. Pursuant to Section 2.03 hereof2.03, on or prior to each the related Closing Date, Date the Seller Company shall deliver have delivered the Mortgage File Loan Documents for each Mortgage Loan included in the related Mortgage Loan Package to the Purchaser or its designeeCustodian. The contents of each Servicing Mortgage File not delivered to the Purchaser Custodian are and shall be held in trust by the Seller Company for the benefit of the Purchaser as the owner thereof. The Seller's Company shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of any portion of the each Servicing File by the Company is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan, and such retention and possession by the Seller shall be Company is in a custodial capacity only. The Upon the sale of the Mortgage Loans the ownership of each Mortgage Note, Mortgage, the related Mortgage and the contents of the related Mortgage File and Servicing File is vested shall vest immediately in the Purchaser Purchaser, and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller Company shall vest immediately vest in the Purchaser and shall be retained and maintainedmaintained by the Company, in trust, by the Seller at the will of the Purchaser and only in such custodial capacity onlycapacity. The Each Servicing File retained by the Seller shall be segregated from the other books and records of the Seller Company and shall be marked appropriately marked to reflect clearly reflect the sale of the related Mortgage Loan to the Purchaser. The Seller Company shall release from its custody of the contents of any Servicing File retained by it only in accordance with the written instructions from the Purchaser, unless such release is required as incidental to the SellerCompany's servicing of the Mortgage Loans pursuant hereto or is in connection with a repurchase of any Mortgage Loan pursuant heretoto Section 3.03 or 6.02.