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

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, on the related Closing Date, does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the Mortgage Loans in the related Mortgage Loan Package, and Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan Package. Pursuant to Section 2.03, the Company shall deliver the Mortgage Loan Documents for each Mortgage Loan to the Custodian prior to the related Closing Date. The contents of each Mortgage File not delivered to the Custodian are and shall be held in trust by the Company for the benefit of the Purchaser as the owner thereof. The 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 each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. Upon the sale of the Mortgage Loans the ownership of each Mortgage Note, the related Mortgage and the related Mortgage File and Servicing File shall vest immediately 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 Company shall vest immediately in the Purchaser and shall be retained and maintained by the Company, in trust, at the will of the Purchaser and only in such custodial capacity. Each Servicing File shall be segregated from the other books and records of the Company and shall be marked appropriately to reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, on simultaneously with the payment of the Purchase Price and with the execution and delivery to the Initial Owner of an Assignment and Conveyance with respect to the related Closing Date, Mortgage Loan Package does hereby sell, transfer, assign, set over and convey to the PurchaserOwner, without recourse, but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the Mortgage Loans, including all interest and principal received by the Company on or with respect to the Mortgage Loans in after the related Cut-off Date (other than payments of principal and interest due on the Mortgage Loan Package, and Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in Loans on or before the related Mortgage Loan PackageCut-off Date). Pursuant to Section 2.032.03 hereof, the Company shall deliver the Mortgage Loan Documents for has delivered a portion of each Mortgage Loan File to the Custodian prior to the related Closing DateCustodian. The contents of each Mortgage File not delivered to the Custodian are and shall be held in trust by the Company for the benefit of the Purchaser Owner as the owner thereof. The Company shall maintain a Servicing File consisting of a copy thereof and the Company's possession of the contents portion of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of each Servicing File by the Company so retained is at the will of the Purchaser Owner for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. Upon On the sale of the Mortgage Loans related Closing Date, the ownership of each Mortgage Note, the related Mortgage and the each related Mortgage File and Servicing File shall vest immediately is vested in the Purchaser, Owner and the ownership of all records and documents with respect to the each related Mortgage Loan prepared by or which come into the possession of the Company shall immediately vest immediately in the Purchaser Owner and shall be retained and maintained by the Companymaintained, in trust, by the Company at the will of the Purchaser and only Owner in such custodial capacitycapacity only. Each Servicing The Mortgage File may be retained in microfilm, microfiche, optical storage or magnetic media in lieu of hard copy. The Company shall be segregated from the other books and maintain records of the Company and shall be marked appropriately to reflect clearly (i) confirming the sale of the related Mortgage Loan to the PurchaserOwner and (ii) confirming the Owner's ownership interest in the Mortgage File. The Company shall release from its custody of the contents of any Servicing Mortgage File only in accordance with written instructions from the PurchaserOwner, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or the removal of any Mortgage Loan or related REO Property from the terms of this Agreement pursuant to Section 3.03, 3.06, or 6.023.03 such written instructions shall not be required.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, (a) On the Closing Date and on the related Closing each Subsequent Transfer Date, does hereby the Originators shall sell, transfer, assign, set over and convey to the PurchaserUnaffiliated Seller, without recourse, but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the related Cut-Off Date, the Insurance Policies relating to each such Mortgage Loan and all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans in from and after the related Mortgage Loan PackageCut-Off Date or the Subsequent Cut-Off Date, as applicable, and the Unaffiliated Seller shall sell, transfer, assign, set over and convey to the Depositor, without recourse, but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Files Loans, including all principal outstanding as of, and all rights and obligations arising under the documents contained therein for each Mortgage Loan in interest due after, the related Mortgage Loan Package. Pursuant to Section 2.03Cut-Off Date, the Company shall deliver Insurance Policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loan Documents for each Mortgage Loan to the Custodian prior to Loans from and after the related Closing Cut-Off Date or the Subsequent Cut-Off Date, as applicable. The contents Upon payment of each the purchase price for such Mortgage File not delivered to Loans as provided in Section 2.03 of this Agreement, the Custodian are Originators and the Unaffiliated Seller shall have hereby, and shall be held in trust by the Company for the benefit of the Purchaser as the owner thereof. The Company shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File deemed to have, sold, transferred, assigned, set over and the originals of the documents in each Mortgage File not delivered conveyed to the Custodian. The possession of Depositor such Mortgage Loans, the Insurance Policies relating to each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related such Mortgage Loan, all right, title and interest in and to the proceeds of such retention Insurance Policies and possession by all of its rights under this Agreement with respect to the Company is in a custodial capacity only. Mortgage Loans from and after the related Cut-Off Date or the Subsequent Cut-Off Date, as applicable. (b) Upon the sale of the such Mortgage Loans Loans, the ownership of each related Mortgage Note, the each related Mortgage and the contents of the related Mortgage File and Servicing File shall immediately vest immediately in the Purchaser, Depositor and the ownership of all related records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Company Originators or the Unaffiliated Seller shall immediately vest immediately in the Purchaser Depositor. The contents of any Indenture Trustee's Mortgage File in the possession of the Originators or the Unaffiliated Seller at any time after such sale, and any principal collected and interest due on the Mortgage Loans after the related Cut-Off Date and received by the Originators or the Unaffiliated Seller, shall be held in trust by the Originators or the Unaffiliated Seller for the benefit of the Depositor as the owner thereof, and shall be retained and maintained promptly delivered by the Company, in trust, at Originators or the will Unaffiliated Seller to or upon the order of the Purchaser Depositor. (c) Pursuant to the Sale and only Servicing Agreement, the Depositor shall, on the Closing Date, assign all of its right, title and interest in such custodial capacityand to the Initial Mortgage Loans to the Trust. Each Servicing File shall be segregated from Pursuant to the other books Indenture, the Trust shall, on the Closing Date, pledge all of its right, title and records interest in and to the Initial Mortgage Loans to the Indenture Trustee, for the benefit of the Company Noteholders and shall be marked appropriately to reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02Note Insurer.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The On each Closing Date, the Company, on simultaneously with the execution and delivery of the related Closing DateAcknowledgment and Conveyance Agreement, does hereby sell, transfer, assign, set over and convey to the PurchaserOwner, without recourse, but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the Mortgage Loans included in the related Mortgage Loan Package, including all interest and principal received by the Company on or with respect to the Mortgage Files Loans after the related Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before such Cut-off Date, whether or not received), together with all of the Company’s right, title and interest in and to each Custodial Account and all amounts from time to time credited to and the proceeds of such Custodial Account, all amounts from time to time credited to and the proceeds of any Escrow Account, any Liquidation Proceeds or Condemnation Proceeds, any REO Property and the proceeds thereof, the Company’s rights under any insurance policies related to the Mortgage Loans, any Insurance Proceeds, the Company’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and obligations arising under any proceeds of the documents contained therein for each Mortgage Loan in the related Mortgage Loan Packageforegoing. Pursuant to Section 2.032.03 hereof, the Company shall deliver the Mortgage Loan Documents for a portion of each Mortgage Loan File to the Custodian prior to the related Closing DateCustodian. The contents of each Mortgage File not delivered to the Custodian are and shall be held in trust by the Company for the benefit of the Purchaser Owner as the owner thereof. The Company shall maintain a Servicing File consisting of a copy thereof and the Company’s possession of the contents portion of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of each Servicing File by the Company so retained is at the will of the Purchaser Owner for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. Upon On the sale of the Mortgage Loans Closing Date, the ownership of each Mortgage Note, the related Mortgage and the each related Mortgage File and Servicing File shall vest immediately in the Purchaser, Owner and the ownership of all records and documents with respect to the each related Mortgage Loan prepared by or which come into the possession of the Company shall immediately vest immediately in the Purchaser Owner and shall be retained and maintained by the Companymaintained, in trust, by the Company at the will of the Purchaser and only Owner in such custodial capacitycapacity only. Each Servicing The Mortgage File may be retained in microfilm, microfiche, optical storage or magnetic media in lieu of hard copy. The Company shall be segregated from the other books and maintain records of the Company and shall be marked appropriately to reflect clearly (i) confirming the sale of the related Mortgage Loan to the PurchaserOwner and (ii) confirming the Owner’s ownership interest in the Mortgage File. The Company shall release from its custody of the contents of any Servicing Mortgage File only in accordance with written instructions from the PurchaserOwner, unless such release is required as incidental to the Company's ’s servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or the removal of any Mortgage Loan or related REO Property from the terms of this Agreement pursuant to Section 3.033.03 such written instructions shall not be required. In addition, 3.06in connection with the assignment of any MERS Mortgage Loan, the Company agrees that it will cause, at its own expense, the MERS® System to indicate that such Mortgage Loans have been assigned by the Company to the Owner in accordance with this Agreement by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files the information required by the MERS® System to identify the purchaser of such Mortgage Loans. Prior to the assignment of any MERS Mortgage Loan, the Owner will provide the Company with the Owner’s MERS registration number. The Company further agrees that it will not alter the information referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement. In full consideration for the purchase of each Mortgage Loan Package by the Owner, on each Closing Date, the Owner shall pay to the Company the purchase price calculated in accordance with the provisions of the related Acknowledgment and Conveyance Agreement (the “Purchase Price”) by wire transfer in immediately available funds pursuant to the wiring instructions as provided by the Company to the Owner. If, subsequent to any Closing Date, the amount on which the related Purchase Price with respect to a Mortgage Loan was based is found to be in error, or 6.02if, for any other reason, the Purchase Price or such other amounts are found to be in error, within ten (10) Business Days of the receipt of information sufficient to provide notice that payment is due the party benefiting from the error shall pay an amount sufficient to correct and reconcile the Purchase Price plus interest thereon at an agreed upon market rate or such other amounts and shall provide a reconciliation statement and such other documentation sufficient reasonably to satisfy the other party concerning the accuracy of such reconciliation. It is intended that the conveyance pursuant to this Agreement of the Company’s right, title and interest in and to the property described in the first paragraph of this Section shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be, or to be made as security for, a loan, it is intended that: (1) the rights and obligations of the parties shall be established pursuant to the terms of this Agreement; (2) the Company hereby grants to the Owner a first priority security interest in all of the Company’s right, title and interest in, to and under, whether now owned or hereafter acquired, the property described in the first paragraph of this Section 2.01; and (3) this Agreement shall constitute a security agreement under applicable law.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. (a) The Company, on simultaneously with the related Closing Dateexecution and delivery of the Reference Agreement, does shall hereby sell, transfer, transfer and assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, on a servicing retained basis, Initial Owner the Ownership Interest comprising all the right, title and interest of the Company in and to the Mortgage Loans, including all interest at the applicable Mortgage Loan Remittance Rate and principal received on or with respect to the Mortgage Loans after the Cut-off Date set forth in the applicable Reference Agreement (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date) on a servicing retained basis. (b) In connection with the Company’s assignment of the Mortgage Loans to the Initial Owner pursuant to the Reference Agreement, not later than the date specified in the related Mortgage Loan Package, and Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan Package. Pursuant to Section 2.03Reference Agreement, the Company shall deliver to, and deposit with, the Custodian, as the duly appointed agent of the Initial Owner for such purpose, the following original documents or instruments (or copies thereof as permitted by this Section) with respect to each Mortgage Loan so assigned: (i) The original Mortgage Note, endorsed “Pay to the order of ____________, without recourse,” and signed in the name of the Company by an authorized officer. Such signature may be an original signature or a facsimile signature of such officer. If the Mortgage Loan Documents was acquired by the Company in a merger, the endorsement must be by “Residential Funding Corporation, successor by merger to [name of predecessor]”; and if the Mortgage Loan was acquired or originated by the Company while doing business under another name, the endorsement must be by “Residential Funding Corporation, formerly known as [previous name]”. The Mortgage Note shall include all intervening endorsements showing a complete chain of title from the originator to the Company. In lieu of the original Mortgage Note, the Owner will accept lost note affidavits in a form acceptable to the Owner for up to five percent (5%) of the Mortgage Loans (measured by unpaid principal balance). (ii) Originals or certified true copies from the appropriate recording offices of all assumption and modification agreements, if any, or if the original has not yet been returned from the recording office, a copy of such original certified by the Company. (iii) Unless the Mortgage Loan is registered on the MERS System, the original Assignment of Mortgage, assigned to ________________, but otherwise in form and substance acceptable for recording and sent for recording; provided however, that certain recording information will not be available if, as of the related Closing Date, the Company has not received the related Mortgage from the appropriate recording office. If the Mortgage Loan was acquired by the Company in a merger, the assignment must be by “Residential Funding Corporation, successor by merger to [name of predecessor]”; and if the Mortgage Loan was acquired or originated by the Company while doing business under another name, the assignment must be by “Residential Funding Corporation, formerly known as [previous name]”. (iv) With respect to each Cooperative Loan: (A) A counterpart of the Cooperative Lease and the Assignment of Proprietary Lease to the originator of the Cooperative Loan with intervening assignments showing an unbroken chain of title from such originator to the Initial Owner; and (B) The related Cooperative Stock Certificate, representing the related Cooperative Stock pledged with respect to such Cooperative Loan, together with an undated stock power (or other similar instrument) executed in blank. (c) In addition, the Company is in possession of the following documents for each Mortgage Loan (the “Additional Loan Documents”), which shall be delivered to the Owner or a Custodian designated by the Owner if required in connection with a Xxxxxx Xxx Transfer, a Xxxxxxx Mac Transfer, a Whole Loan Transfer or a Securitization Transfer entered into pursuant to this Agreement: (i) The original Mortgage, or a copy of the Mortgage with evidence of recording thereon certified by the appropriate recording office to be a true copy of the recorded Mortgage, or, if the original Mortgage has not yet been returned from the recording office, a copy of the original Mortgage together with a certificate of a duly authorized representative of the Company (which certificate may consist of stamped text appearing on such copy of the Mortgage), the closing attorney or an officer of the title insurer which issued the related title insurance policy, certifying that the copy is a true copy of the original of the Mortgage which has been transmitted for recording in the appropriate recording office of the jurisdiction in which the Mortgaged Property is located. The Mortgage shall note the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan. (ii) The original Assignment of Mortgage, executed in blank, but otherwise in form and substance acceptable for recording; provided, however, that certain recording information will not be available if, as of the Closing Date, the Company has not received the related Mortgage from the appropriate recording office. If the Mortgage Loan was acquired by the Company in a merger, the assignment must be by “Residential Funding Corporation, successor by merger to [name of predecessor]”; and if the Mortgage Loan was acquired or originated by the Company while doing business under another name, the assignment must be by “Residential Funding Corporation, formerly known as [previous name]”; provided, further, that if the Mortgage Loan is a MERS Mortgage Loan (and, except in the case of a MOM Loan where no intervening assignment shall be required, the original or certified true copy of the recorded Assignment of Mortgage to MERS is provided pursuant to clause (iv) below) no Assignment of Mortgage shall be required. (iii) Originals, or certified true copies from the appropriate recording offices, of any intervening assignments of the Mortgage with evidence of recording thereon, or, if the original intervening assignment has not yet been returned from the recording office, a certified copy of such assignment. (iv) With respect to each Cooperative Loan: (A) The original recognition agreement by the Cooperative of the interests of the mortgagee with respect to the related Cooperative Loan; (B) The related Security Agreement; (C) Copies of the original UCC-1 financing statement, and any continuation statements, filed by the originator of such Cooperative Loan as secured party, each with evidence of recording thereof, evidencing the interest of the originator under the Security Agreement and the Assignment of Proprietary Lease; (D) Copies of the filed UCC-3 assignments of the security interest referenced in clause (B) above showing an unbroken chain of title from the originator to the Initial Owner, each with evidence of recording thereof, evidencing the interest of the originator under the Security Agreement and the Assignment of Proprietary Lease; (E) An executed assignment of the interest of the originator in the Security Agreement, Assignment of Proprietary Lease and the recognition agreement referenced in clause (A) above, showing an unbroken chain of title from the originator to the Initial Owner; and (F) The original of each modification, assumption agreement or preferred loan agreement, if any, relating to such Cooperative Loan. (d) Notwithstanding the provisions of Section 2.01(a) or 2.01(b), in the event that in connection with any Mortgage Loan the Company cannot deliver the original of the Mortgage, any assignment, modification, assumption agreement or preferred loan agreement (or a copy thereof as permitted by Section 2.01(a) or 2.01(b)) with evidence of recording thereon concurrently with the execution and delivery of this Agreement because of (i) a delay caused by a public recording office where such Mortgage, assignment, modification, assumption agreement or preferred loan agreement as the case may be, has been delivered for recordation, or (ii) a delay in the receipt of certain information necessary to prepare the related assignments, the Company shall deliver to the Custodian a copy of such Mortgage, assignment, modification, assumption agreement or preferred loan agreement. The Company shall promptly deliver to the Custodian such Mortgage, assignment, modification, assumption agreement or preferred loan agreement with evidence of recording indicated thereon in accordance with Section 2.01(a) or 2.01(b), as applicable. In connection with the assignment of any Mortgage Loan registered on the MERS® System, the Company further agrees that it will, at the Owner’s request and sole cost and expense, cause the MERS® System to indicate that such Mortgage Loans have been assigned by the Company to the Owner by including (or, if applicable, deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files the code in the field “Pool Field” which identifies the series in which such loans were sold. The Company further agrees that it will not alter the codes referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement. Certain documents referred to in Section 2.01(a) of the Agreement may be missing on or prior to the related Closing Date. The contents In the event such missing documents are not provided within 45 days after the Closing Date except as provided in the preceding paragraph, the Company shall repurchase the related Mortgage Loans on the second Remittance Date after the Closing Date at the Purchase Price for such Mortgage Loans. (e) Any documents required to be delivered to the Custodian by the Company pursuant to this Section 2.01 which are in the possession or control of each Mortgage File the Company or a Subservicer and which are not delivered to the Custodian or are requested from the Custodian in connection with the servicing of the Mortgage Loans are and shall be held by the Company, either directly or through the related Subservicer, in trust by the Company for the benefit of the Purchaser Owner. The sale of each Mortgage Loan shall be reflected on the Company’s balance sheet and other financial statements as a sale of assets by the owner thereofCompany. The Company shall be responsible for maintaining, and shall maintain a Servicing File consisting of a copy of the contents of records for each Mortgage File and the originals of the documents in each Mortgage File not delivered Loan which shall be clearly marked to the Custodian. The possession of each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. Upon the sale of the Mortgage Loans reflect the ownership of each Mortgage NoteLoan by the Owner. (f) Concurrently with the execution and delivery hereof, the related Mortgage and Company hereby assigns to the related Mortgage File and Servicing File shall vest immediately in the PurchaserInitial Owner, and the ownership Initial Owner hereby assumes, all of all records the Company’s rights and documents obligations under the Seller’s Agreements with respect to the related Mortgage Loans, insofar as such rights and obligations relate to any representations and warranties regarding a Mortgage Loan prepared made by a Seller under any Seller’s Agreement and any remedies available under the Seller’s Agreement for a breach of any such representations and warranties. (g) The Company hereby assigns to the Initial Owner its security interest in and to any Pledged Assets, and its right to receive amounts due or which come into to become due in respect of any Pledged Assets pursuant to the possession related Subservicing Agreement. With respect to any Pledged Asset Loan, the Company shall cause to be filed in the appropriate recording office a UCC-3 statement giving notice of the assignment of the related security interest to the Initial Owner and shall thereafter cause the timely filing of all necessary continuation statements with regard to such financing statements. (h) The Company agrees that the sale of each Pledged Asset Loan pursuant to this Agreement will also constitute the assignment, sale, setting-over, transfer and conveyance to the Initial Owner, without recourse (but subject to the Company’s covenants, representations and warranties specifically provided herein), of all of the Company’s obligations and all of the Company’s right, title and interest in, to and under, whether now existing or hereafter acquired as owner of the Mortgage Loan with respect to all money, securities, security entitlements, accounts, general intangibles, instruments, documents, certificates of deposit, commodities contracts, and other investment property and other property of whatever kind or description consisting of, arising from or related to (i) the Assigned Contracts, (ii) all rights, powers and remedies of the Company shall vest immediately as owner of such Mortgage Loan under or in connection with the Assigned Contracts, whether arising under the terms of such Assigned Contracts, by statute, at law or in equity, or otherwise arising out of any default by the Mortgagor under or in connection with the Assigned Contracts, including all rights to exercise any election or option or to make any decision or determination or to give or receive any notice, consent, approval or waiver thereunder, (iii) all security interests in and lien of the Company as owner of such Mortgage Loan in the Purchaser Pledged Amounts and shall be retained all money, securities, security entitlements, accounts, general intangibles, instruments, documents, certificates of deposit, commodities contracts, and maintained other investment property and other property of whatever kind or description and all cash and non-cash proceeds of the sale, exchange, or redemption of, and all stock or conversion rights, rights to subscribe, liquidation dividends or preferences, stock dividends, rights to interest, dividends, earnings, income, rents, issues, profits, interest payments or other distributions of cash or other property that is credited to the Custodial Account, (iv) all documents, books and records concerning the foregoing (including all computer programs, tapes, disks and related items containing any such information) and (v) all insurance proceeds (including proceeds from the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation or any other insurance company) of any of the foregoing or replacements thereof or substitutions therefor, proceeds of proceeds and the conversion, voluntary or involuntary, of any thereof. The foregoing transfer, sale, assignment and conveyance does not constitute and is not intended to result in the creation, or an assumption by the Initial Owner, of any obligation of the Company, or any other person in trustconnection with the Pledged Assets or under any agreement or instrument relating thereto, at the will of the Purchaser and only in such custodial capacity. Each Servicing File shall be segregated from the other books and records of the Company and shall be marked appropriately to reflect clearly the sale of the related Mortgage Loan including any obligation to the Purchaser. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the PurchaserMortgagor, unless such release is required other than as incidental to the Company's servicing owner of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02Loan.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, (a) On the Closing Date and on the related Closing each Subsequent Transfer Date, does hereby the Originators shall sell, transfer, assign, set over and convey to the PurchaserUnaffiliated Seller, without recourse, recourse but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the Subsequent Cut-Off Date, the insurance policies relating to each such Mortgage Loan and all right, title and interest in and to the proceeds of such insurance policies from and after the Closing Date and the Unaffiliated Seller shall sell, transfer, assign, set over and convey to the Depositor, without recourse but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the Subsequent Cut-Off Date, the insurance policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such insurance policies and all of its rights under this Agreement with respect to the Mortgage Loans in from and after the related Mortgage Loan Package, and Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan Package. Pursuant to Section 2.03, the Company shall deliver the Mortgage Loan Documents for each Mortgage Loan to the Custodian prior to the related Closing Date. The contents Upon payment of each the purchase price for such Mortgage File not delivered to Loans as provided in Section 2.03 of this Agreement, the Custodian are Originators and the Unaffiliated Seller shall have hereby, and shall be held in trust by deemed to have, sold, transferred, assigned, set over and conveyed such Mortgage Loans, the Company for the benefit of the Purchaser as the owner thereof. The Company shall maintain a Servicing File consisting of a copy of the contents of insurance policies relating to each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related such Mortgage Loan, all right, title and interest in and to the proceeds of such retention insurance policies and possession by all of its rights under this Agreement with respect to the Company is in a custodial capacity only. Mortgage Loans from and after the Closing Date. (b) Upon the sale of the such Mortgage Loans Loans, the ownership of each related Mortgage Note, the each related Mortgage and the contents of the related Mortgage File and Servicing File shall immediately vest immediately in the Purchaser, Depositor and the ownership of all related records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Company Originators or the Unaffiliated Seller shall immediately vest immediately in the Purchaser Depositor. The contents of any Mortgage File in the possession of the Originators or the Unaffiliated Seller at any time after such sale, and any principal collected and interest due on the Mortgage Loans after the Cut-Off Date and received by the Originators or the Unaffiliated Seller, shall be held in trust by the Originators or the Unaffiliated Seller for the benefit of the Depositor as the owner thereof, and shall be retained and maintained promptly delivered by the Company, in trust, at Originators or the will Unaffiliated Seller to or upon the order of the Purchaser Depositor. (c) Pursuant to the Pooling and only Servicing Agreement, the Depositor shall, on the Closing Date, assign all of its right, title and interest in such custodial capacity. Each Servicing File shall be segregated from and to the other books and records applicable Mortgage Loans to the Trustee for the benefit of the Company Certificateholders and shall be marked appropriately to reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02Certificate Insurer.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, on the related each Closing Date, Date does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the Mortgage Loans in the related Mortgage Loan Package, and Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan Package. Pursuant to Section 2.03, the Company shall deliver has delivered the Mortgage Loan Documents for each Mortgage Loan in the Mortgage Loan Package to the Custodian prior to the related Closing DateCustodian. The contents of each Mortgage File not delivered to the Custodian are and shall be held in trust by the Company for the benefit of the Purchaser as the owner thereof. The 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 each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. Upon the sale of the Mortgage Loans the ownership of each Mortgage Note, the related Mortgage and the related Mortgage File and Servicing File shall vest immediately 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 Company shall vest immediately in the Purchaser and shall be retained and maintained by the Company, in trust, at the will of the Purchaser and only in such custodial capacity. Each Servicing File shall be segregated from the other books and records of the Company and shall be marked appropriately to reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to 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. The Company, on simultaneously with the related Closing Dateexecution and delivery of this Agreement, does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the Mortgage Loans in the related Mortgage Loan Package, and Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan PackageLoans. Pursuant to Section 2.03, the Company shall deliver has delivered the Mortgage Loan Documents for each Mortgage Loan to the Custodian prior to the related Closing DateCustodian. The contents of each Mortgage File not delivered to the Custodian are and shall be held in trust by the Company for the benefit of the Purchaser as the owner thereof. The 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 each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. Upon the sale of the Mortgage Loans the ownership of each Mortgage Note, the related Mortgage and the related Mortgage File and Servicing File shall vest immediately 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 Company shall vest immediately in the Purchaser and shall be retained and maintained by the Company, in trust, at the will of the Purchaser and only in such custodial capacity. Each Servicing File shall be segregated from the other books and records of the Company and shall be marked appropriately to reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02.Section

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The CompanySeller, on the related Closing Date, does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company Seller in and to the Mortgage Loans in the related Mortgage Loan Package, and Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan Package. Pursuant to Section 2.035.03, the Company Seller shall deliver the Mortgage Loan Documents for each Mortgage Loan to the Custodian prior to the related Closing Date. The contents of each Mortgage File not delivered to the Custodian are and shall be held in trust by the Company Seller for the benefit of the Purchaser as the owner thereof. The Company Seller 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 Seller's possession of the portion of each Servicing File by the Company so retained is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company Seller is in a custodial capacity only. Upon the sale purchase of the Mortgage Loans Loans, the ownership of each Mortgage Note, the related Mortgage and the each related Mortgage File and Servicing File shall vest immediately is vested in the Purchaser, Purchaser and the ownership of all records and documents with respect to the each related Mortgage Loan prepared by or which come into the possession of the Company Seller shall immediately vest immediately in the Purchaser and shall be retained and maintained by the Companymaintained, in trust, at the will of the Purchaser and only by Seller in such custodial capacitycapacity only. Each Servicing The portion of each Mortgage File so retained shall be segregated from the other books and records of the Company and shall be appropriately marked appropriately to clearly reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company Seller shall release from its custody of the contents of any Servicing Mortgage File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the CompanySeller's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.036.03, 3.06, or 6.026.04 and 12.02.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, on simultaneously with the related Closing Dateexecution and delivery of this Agreement, does hereby sell, transfer, assign, set over and convey to the PurchaserOwner, without recourse, but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the Mortgage Loans, including all interest and principal received by the Company on or with respect to the Mortgage Loans in after the related Cut-off Date (other than payments of principal and interest due on the Mortgage Loan Package, and Mortgage Files and all rights and obligations arising under Loans on or before the documents contained therein for each Mortgage Loan in the related Mortgage Loan PackageCut-off Date). Pursuant to Section 2.032.03 hereof, the Company shall deliver the Mortgage Loan Documents for has delivered a portion of each Mortgage Loan File to the Custodian prior to the related Closing DateCustodian. The contents of each Mortgage File not delivered to the Custodian are and shall be held in trust by the Company for the benefit of the Purchaser Owner as the owner thereof. The Company shall maintain a Servicing File consisting of a copy thereof and the Company's possession of the contents portion of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of each Servicing File by the Company so retained is at the will of the Purchaser Owner for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. Upon On the sale of the Mortgage Loans Closing Date, the ownership of each Mortgage Note, the related Mortgage and the each related Mortgage File and Servicing File shall vest immediately is vested in the Purchaser, Owner and the ownership of all records and documents with respect to the each related Mortgage Loan prepared by or which come into the possession of the Company shall immediately vest immediately in the Purchaser Owner and shall be retained and maintained by the Companymaintained, in trust, by the Company at the will of the Purchaser and only Owner in such custodial capacitycapacity only. Each Servicing The Mortgage File may be retained in microfilm, microfiche, optical storage or magnetic media in lieu of hard copy. The Company shall be segregated from the other books and maintain records of the Company and shall be marked appropriately to reflect clearly (i) confirming the sale of the related Mortgage Loan to the PurchaserOwner and (ii) confirming the Owner's ownership interest in the Mortgage File. The Company shall release from its custody of the contents of any Servicing Mortgage File only in accordance with written instructions from the PurchaserOwner, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or the removal of any Mortgage Loan or related REO Property from the terms of this Agreement pursuant to Section 3.03, 3.06, or 6.023.03 such written instructions shall not be required.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, on (a) On the related Closing Date, does hereby the Originators shall sell, transfer, assign, set over and convey to the PurchaserUnaffiliated Seller, without recourse, but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the related Cut-Off Date, the Insurance Policies relating to each such Mortgage Loan and all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans in from and after the related Cut-Off Date and the Unaffiliated Seller shall sell, transfer, assign, set over and convey to the Depositor, without recourse, but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loan PackageLoans, including all principal outstanding as of, and all interest due after, the related Cut-Off Date, the Insurance Policies relating to each such Mortgage Files Loan, all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and obligations arising under the documents contained therein for each Mortgage Loan in after the related Cut-Off Date. Upon payment of the purchase price for such Mortgage Loan Package. Pursuant to Loans as provided in Section 2.032.03 of this Agreement, the Company Originators and the Unaffiliated Seller shall deliver the Mortgage Loan Documents for each Mortgage Loan to the Custodian prior to the related Closing Date. The contents of each Mortgage File not delivered to the Custodian are have hereby, and shall be held in trust by the Company for the benefit of the Purchaser as the owner thereof. The Company shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File deemed to have, sold, transferred, assigned, set over and the originals of the documents in each Mortgage File not delivered conveyed to the Custodian. The possession of Depositor such Mortgage Loans, the Insurance Policies relating to each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related such Mortgage Loan, all right, title and interest in and to the proceeds of such retention Insurance Policies and possession by all of its rights under this Agreement with respect to the Company is in a custodial capacity only. Mortgage Loans from and after the related Cut-Off Date. (b) Upon the sale of the such Mortgage Loans Loans, the ownership of each related Mortgage Note, the each related Mortgage and the contents of the related Mortgage File and Servicing File shall immediately vest immediately in the Purchaser, Depositor and the ownership of all related records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Company Originators or the Unaffiliated Seller shall immediately vest immediately in the Purchaser Depositor. The contents of any Indenture Trustee's Mortgage File in the possession of the Originators or the Unaffiliated Seller at any time after such sale, and any principal collected and interest due on the Mortgage Loans after the related Cut-Off Date and received by the Originators or the Unaffiliated Seller, shall be held in trust by the Originators or the Unaffiliated Seller for the benefit of the Depositor as the owner thereof, and shall be retained and maintained promptly delivered by the Company, in trust, at Originators or the will Unaffiliated Seller to or upon the order of the Purchaser and only in such custodial capacity. Each Servicing File shall be segregated from the other books and records of the Company and shall be marked appropriately to reflect clearly the sale of the related Mortgage Loan Depositor. (c) Pursuant to the Purchaser. The Company shall release Sale and Servicing Agreement, the Depositor shall, on the Closing Date, assign all of its custody of the contents of any Servicing File only right, title and interest in accordance with written instructions from the Purchaser, unless such release is required as incidental and to the Company's servicing of the Mortgage Loans or is to the Trust. Pursuant to the Indenture, the Trust shall, on the Closing Date, pledge all of its right, title and interest in connection with a repurchase and to the Mortgage Loans to the Indenture Trustee, for the benefit of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02the Noteholders and the Note Insurer.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, on On the related Closing Date, the Company, simultaneously with the payment of the related Purchase Price, does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, on a servicing retained basis, all the rightrights, title and interest of the Company in and to the Mortgage Loans in (including the Servicing Rights thereon) listed on the related Mortgage Loan PackageSchedule attached to the related Term Sheet, and together with the related Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan Packagetherein. Pursuant to Section 2.03Subsection 6.03 of the Agreement, the Company shall deliver to the Purchaser (or upon Purchaser's request, its designee) the Mortgage Loan Documents for Documents. The contents of each related Mortgage Loan File required to be retained by the Company to interim service the Mortgage Loans pursuant to the Custodian Agreement and the related Term Sheet and thus not delivered to the Purchaser prior to the related Closing Date. The contents of each Mortgage File not delivered to the Custodian are Date are, and shall be be, held in trust by the Company for the benefit of the Purchaser as the owner thereof. The Company shall maintain a Servicing File consisting Company's possession of a copy of the contents any portion of each such Mortgage File and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of each Servicing File by the Company is at the will of the Purchaser for the sole purpose of facilitating interim servicing of the related Mortgage LoanLoan pursuant to the Agreement and the related Term Sheet, and such retention and possession by the Company is shall be in a custodial capacity only. Upon the sale of the Mortgage Loans the The ownership of each Mortgage Note, the related Mortgage Mortgage, and the related contents of the Mortgage File and Servicing File shall vest immediately is vested in the Purchaser, Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan and Servicing Rights prepared by or which come into the possession of the Company shall immediately vest immediately in the Purchaser and shall be retained and maintained by the Companymaintained, in trust, by the Company at the will of the Purchaser and only in such custodial capacitycapacity only. Each Servicing The Mortgage File retained by the Company with respect to each Mortgage Loan pursuant to this Agreement and the related Term Sheet shall be segregated from appropriately identified in the other books and records of the Company and shall be marked appropriately Company's computer system to reflect clearly the sale of the such related Mortgage Loan to the Purchaser. The Company shall release from its custody of the contents of any Servicing Mortgage File retained by it only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02this Agreement.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, on the related (a) On each Closing Date, does the Company, simultaneously with the execution and delivery of the related Purchase Confirmation and the payment of the Purchase Price by the Initial Owner by wire transfer of immediately available federal funds, shall hereby sell, transfer, transfer and assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, on a servicing retained basis, all Initial Owner the right, title and interest of the Company Ownership Interest in and to the Mortgage Loans identified in the related Purchase Confirmation, including, the Scheduled Principal Balance of each Mortgage Loan Packageas of the applicable Cut-off Date and all payments in respect thereof due after the applicable Cut-off Date, and together with the related Mortgage Files and all rights and obligations arising under the documents contained therein for on a servicing retained basis. The Initial Owner shall be entitled to (i) all principal due after the related Cut-off Date, (ii) all other recoveries of late charges, assumption fees or other charges collected after the related Cut-off Date, and (iii) all payments of interest on the Mortgage Loans at the Mortgage Interest Rate due after the related Cut-off Date. The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date. All payments of principal and interest (minus the Servicing Fee) due on the first day of the month after the related Cut-off Date shall belong to the Initial Owner. (b) At least ten (10) Business Days prior to the related Closing Date or such other date as mutually agreed upon by the Initial Owner and the Company in the related Mortgage Loan Package. Pursuant to Section 2.03Trade Confirmation, the Company shall deliver to, and deposit with, the Custodian, as the duly appointed agent of the Initial Owner for such purpose, the following original documents or instruments (or copies thereof as permitted by this Section) with respect to each Mortgage Loan so assigned: (i) The original Mortgage Note, endorsed in blank by the Company without recourse, and showing an unbroken chain of endorsements from the originator thereof to the Company or an original lost note affidavit (in a form reasonably acceptable to the Initial Owner) from the Company stating that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the related Mortgage Note; (ii) The original Mortgage, noting the presence of the MIN of the Mortgage Loan Documents for each and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording indicated thereon or a copy of the Mortgage with evidence of recording indicated thereon; (iii) Unless the Mortgage Loan is registered on the MERS® System, an unrecorded original Assignment of the Mortgage from the Company in blank, which shall be in recordable form and acceptable for recording under the laws of the jurisdiction where the Mortgaged Property is located; (iv) The original recorded assignment or assignments of the Mortgage showing an unbroken chain of title from the originator thereof to the Company (or to MERS, if the Mortgage Loan is registered on the MERS® System and noting the presence of a MIN) with evidence of recordation noted thereon or attached thereto, or a copy of such assignment or assignments of the Mortgage with evidence of recording indicated thereon; (v) The original or copy of each modification, consolidation, extension or assumption agreement, if any, relating to such Mortgage Loan with evidence of recordation noted thereon or attached thereto; (vi) The original of any guarantee executed in connection with the Mortgage Note (if any); (vii) The original Primary Mortgage Insurance certificate, if any; In addition, the Company shall deliver to the Initial Owner as to any Mortgage Loan, no later than 180 days following receipt by the Company from the Initial Owner of a request in writing specifying the Mortgage Loan and the particular item requested, to the extent the Company can obtain such document: (i) a copy of the original power of attorney certified by the public recording office, and (ii) the original title policy and all riders thereto or, in the event such original title policy has not been received from the insurer, any one of an original title binder, an original preliminary title report or an original title commitment, or a copy thereof certified by the title company, with the original policy of title insurance to be delivered promptly following receipt thereof from the insurer. Any documents delivered to the Initial Owner pursuant to this paragraph shall be deemed to be a part of the Mortgage File for the related Mortgage Loan upon receipt by the Initial Owner. (c) Notwithstanding the provisions of Section 2.01(b), in the event that in connection with any Mortgage Loan the Company cannot deliver the original of the Mortgage, any assignment, modification or assumption agreement (or a copy thereof as permitted by Section 2.01(b)) with evidence of recording thereon concurrently with the execution and delivery of this Agreement because of (i) a delay caused by a public recording office where such Mortgage, assignment, modification or assumption agreement as the case may be, has been delivered for recordation, or (ii) a delay in the receipt of certain information necessary to prepare the related assignments, the Company shall deliver to the Custodian prior to the related Closing Date. The contents a copy of each Mortgage File not delivered to the Custodian are and shall be held in trust by the Company for the benefit of the Purchaser as the owner thereofsuch Mortgage, assignment, modification or assumption agreement. The 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 promptly deliver to the Custodian. The possession Custodian such Mortgage, assignment, modification or assumption agreement with evidence of each Servicing File recording indicated thereon upon receipt thereof in accordance with Section 2.01(b). (d) In connection with the assignment of any Mortgage Loan registered on the MERS® System, the Company further agrees that it will, at the Initial Owner’s request and sole cost and expense, cause the MERS® System to indicate that such Mortgage Loans have been assigned by the Company is at to the will Owner by including (or, if applicable, deleting, in the case of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. Upon the sale of the Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files the code in the field “Pool Field” which identifies the series in which such loans were sold. The Company further agrees that it will not alter the code referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement. (e) The ownership of each Mortgage Note, Mortgage, the related Mortgage and other contents of the related Mortgage File and Servicing File shall vest immediately the other documents listed in this Section 2.01 is vested in the PurchaserInitial Owner. Any documents required to be delivered to the Custodian by the Company pursuant to this Section 2.01 which, prior to such delivery, are in the possession or control of the Company or a subservicer and which are not delivered to the Custodian, or are requested from the Custodian in connection with the servicing of the Mortgage Loans, are and shall be held by the Company, either directly or through the related subservicer, in trust for the benefit of the Initial Owner. The ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession or control of the Company shall immediately vest immediately in the Purchaser Initial Owner and shall be retained and maintained by the Companymaintained, in trust, by the Company at the will of the Purchaser and only Initial Owner in such custodial capacitycapacity only. Each Servicing File The documents listed in this Section 2.01 retained by the Company for purposes of servicing pursuant to this Agreement shall be electronically segregated from the other books and records of the Company and shall be appropriately marked appropriately to clearly reflect clearly the sale of the related Mortgage Loan to the PurchaserInitial Owner. The Company shall release from its custody any of the contents of any Servicing File such documents retained by it only as required in connection with its servicing duties hereunder or otherwise in accordance with written instructions from the Purchaserthis Agreement, unless except when such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any such Mortgage Loan pursuant to Section 3.03this Agreement. Record title to each Mortgage and the related Mortgage Note as of the applicable Closing Date shall be in the name of the Initial Owner or as the Initial Owner shall designate. All rights arising out of the Mortgage Loans including, 3.06but not limited to, all funds received by the Company after the related Cut-off Date on or 6.02in connection with a Mortgage Loan shall be vested in the Initial Owner; provided, however, that all funds received on or in connection with a Mortgage Loan shall be received and held by the Company in trust for the benefit of the Initial Owner as the owner of the Mortgage Loans pursuant to the terms of this Agreement. (f) The sale of each Mortgage Loan shall be reflected on the Company’s balance sheet and other financial statements as a sale of assets by the Company. The Company shall be responsible for maintaining, and shall maintain records for each Mortgage Loan which shall be clearly marked to reflect the ownership of each Mortgage Loan by the Owner and shall note any transfer of a Mortgage Loan. (g) The Company shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the servicing of the Mortgage Loans pursuant to this Agreement within one week of their execution, provided, however, that the Company shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original promptly upon its receipt thereof.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. (a) The Company, on simultaneously with the related Closing Dateexecution and delivery of a Reference Agreement, does hereby shall sell, transfer, transfer and assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreementrelevant Initial Owner, on a servicing retained basis, the Ownership Interest comprising all the right, title and interest of the Company in and to the Mortgage Loans, including all interest at the applicable Mortgage Loan Remittance Rate and principal received on or with respect to the Mortgage Loans after the applicable Cut-off Date set forth in the related applicable Reference Agreement (other than payments of principal and interest due on the Mortgage Loan Package, and Loans on or before the applicable Cut-off Date) on a servicing retained basis. (b) In connection with the Company's sale of the Mortgage Files and all rights and obligations arising under Loans to the documents contained therein for each Mortgage Loan in the related Mortgage Loan Package. Pursuant relevant Initial Owner pursuant to Section 2.03a Reference Agreement, the Company shall deliver to, and deposit with, the Custodian, as the duly appointed agent of the Owners for such purpose, the following original documents or instruments (or copies thereof as permitted by this Section) with respect to each Mortgage Loan so assigned: (i) The original Mortgage Note, endorsed in blank by the Company without recourse, and showing an unbroken chain of endorsements from the originator thereof to the Company or, for no more than 1.0% of the related Mortgage Pool (measured by the Cut-Off Date Principal Balance), an original lost note affidavit from the related Seller or the Company stating that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the related Mortgage Note; (ii) Unless the Mortgage Loan Documents for each is registered on the MERS(R) System, an unrecorded original Assignment of the Mortgage from the Company in blank; (iii) The original Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording indicated thereon or a copy of the Mortgage with evidence of recording indicated thereon; (iv) The original recorded assignment or assignments of the Mortgage showing an unbroken chain of title from the originator thereof to the Company (or to MERS, if the Mortgage Loan is registered on the MERS(R) System and noting the presence of a MIN) with evidence of recordation noted thereon or attached thereto, or a copy of such assignment or assignments of the Mortgage with evidence of recording indicated thereon; (v) The original of each modification, assumption agreement or preferred loan agreement, if any, relating to such Mortgage Loan with evidence of recording thereon or a certified copy of each modification, assumption agreement or preferred loan agreement; (vi) The original of any guarantee executed in connection with such Mortgage Loan, if any; (vii) Relating to a Mortgage Note or Mortgage that is executed by an attorney-in-fact, an original or certified copy of the fully executed power of attorney; and (viii) The original policy of title insurance, including riders and endorsements thereto, or if the policy has not yet been issued, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company. The Company may, in lieu of delivery of the original of the documents set forth in Section 2.01(b)(iii) through (viii) (or copies thereof as permitted by Section 2.01(b)) to the Custodian, retain such documents and hold such documents in trust for the use and benefit of all present and future Owners until 10 Business Days following the receipt of the original of all of the documents or instruments set forth in Section 2.01(b)(iii) through (viii) (or copies thereof as permitted by such Section) for any Mortgage Loan. At such time, the Company shall deliver a complete set of such documents to the Custodian prior as the duly appointed agent of the Owners. In the event that the Company has been notified by the Custodian that it has delivered to the related Closing DateCustodian any Mortgage Note endorsed in blank or Assignment of Mortgage in blank by a party other than the Company, the Company shall complete the endorsement of the Mortgage Note and Assignment of Mortgage into the name of the Company and deliver an endorsement in blank by the Company and an Assignment of the Mortgage from the Company in blank in conjunction with the Interim Certification issued by the Custodian as contemplated by Section 2.02. (c) Notwithstanding the provisions of Section 2.01(b), in the event that in connection with any Mortgage Loan the Company cannot deliver the original of the Mortgage, any assignment, modification, assumption agreement or preferred loan agreement (or a copy thereof as permitted by Section 2.01(b)) with evidence of recording thereon concurrently with the execution and delivery of this Agreement because of a delay caused by a public recording office where such Mortgage, assignment, modification, assumption agreement or preferred loan agreement as the case may be, has been delivered for recordation, the Company shall deliver to the Custodian a copy of such Mortgage, assignment, modification, assumption agreement or preferred loan agreement. The contents Company shall promptly deliver to the Custodian such Mortgage, assignment, modification, assumption agreement or preferred loan agreement with evidence of each recording indicated thereon in accordance with Section 2.01(b). In connection with the assignment of any Mortgage File Loan registered on the MERS(R) System, the Company further agrees that it will, at the relevant Initial Owners' request, cause the MERS(R) System to indicate that such Mortgage Loans have been assigned by the Company to such Initial Owner by including (or, if applicable, deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files the code in the field "Pool Field" which identifies the series in which such loans were sold. The Company further agrees that it will not alter the code referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement. (d) Any documents required to be delivered to the Custodian by the Company pursuant to this Section 2.01 which are in the possession or control of the Company or a Subservicer and which are not delivered to the Custodian or are requested from the Custodian in connection with the servicing of the Mortgage Loans are and shall be held by the Company, either directly or through the related Subservicer, in trust by the Company for the benefit of the Purchaser Owners. The sale of each Mortgage Loan shall be reflected on the Company's balance sheet and other financial statements as a sale of assets by the owner thereofCompany. The Company shall be responsible for maintaining, and shall maintain a Servicing File consisting of a copy of the contents of records for each Mortgage File and the originals of the documents in each Mortgage File not delivered Loan which shall be clearly marked to the Custodian. The possession of each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. Upon the sale of the Mortgage Loans reflect the ownership of each Mortgage Note, the related Mortgage and the related Mortgage File and Servicing File shall vest immediately 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 Company shall vest immediately in the Purchaser and shall be retained and maintained by the Company, in trust, at the will of the Purchaser and only in such custodial capacity. Each Servicing File shall be segregated from the other books and records of the Company and shall be marked appropriately to reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02Owners.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, on On the related Closing Date, does the Unaffiliated Seller hereby sellsells, transfertransfers, assignassigns, set sets over and convey conveys to the PurchaserDepositor, without recourse, recourse but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to (i) the Mortgage Loans listed on the Schedule of Mortgage Loans, attached hereto as Exhibit A (the "Purchased Loans"), (ii) the Loan Files with respect to the Purchased Loans, (iii) all of the Unaffiliated Seller's right, title and interest in the related Mortgage Loan PackageCollateral, including, without limitation, insurance policies and Mortgage Files (iv) all monies due or to become due and all rights and obligations arising under amounts received with respect thereto after the documents contained therein for each Mortgage Loan in the related Mortgage Loan Package. Pursuant to Section 2.03Cut-Off Date, including, without limitation, insurance policies (collectively, the Company "Purchased Assets"). Upon payment of the purchase price for such Mortgage Loans as provided in Section 2.02 of this Agreement, the Unaffiliated Seller shall deliver the Mortgage Loan Documents for each Mortgage Loan to the Custodian prior to the related Closing Date. The contents of each Mortgage File not delivered to the Custodian are have hereby, and shall be held in trust by deemed to have, sold, transferred, assigned, set over and conveyed to the Company for Depositor such Purchased Loans and the benefit of other Purchased Assets from and after the Purchaser Closing Date until such time as the owner thereof. The Company shall maintain a Servicing File consisting of a copy of the contents of each Certificates are paid in full or such Mortgage File and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of each Servicing File by the Company Loan is at the will of the Purchaser for the sole purpose of servicing repurchased, if ever, under the related Mortgage Loan, Pooling and such retention and possession by the Company is in a custodial capacity onlyServicing Agreement. Upon the sale of the Mortgage Loans such Purchased Loans, the ownership of each Mortgage related Note, the each related Mortgage and the contents of the related Mortgage File and Servicing Loan File shall immediately vest immediately in the Purchaser, Depositor and the ownership of all related records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Company Unaffiliated Seller shall immediately vest immediately in the Purchaser Depositor. The contents of any Loan File in the possession of the Unaffiliated Seller at any time after such sale, and any scheduled payments of principal and interest on the Mortgage Loans due after the Cut-Off Date and received by the Unaffiliated Seller, shall be held in trust by the Unaffiliated Seller for the benefit of the Depositor as the owner thereof, and shall be retained and maintained promptly delivered by the Company, in trust, at Unaffiliated Seller to or upon the will order of the Purchaser and only in such custodial capacityDepositor. Each Servicing File shall be segregated from It is the other books and records intention of the Company and shall be marked appropriately to reflect clearly parties hereto that the sale of conveyance by the related Mortgage Loan to the Purchaser. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's servicing Unaffiliated Seller of the Mortgage Loans or to the Depositor shall constitute a purchase and sale of such Mortgage Loans and not a loan. In the event, however, that a court of competent jurisdiction were to hold that the transaction evidenced hereby constitutes a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that the Unaffiliated Seller shall be deemed to have granted to the Depositor, a first priority perfected security interest in connection with a repurchase all of the Unaffiliated Seller's right, title and interest in, to and under the Mortgage Loans. The conveyance by the Unaffiliated Seller of the Mortgage Loans to the Depositor shall not constitute and is not intended to result in an assumption by the Depositor of any Mortgage Loan pursuant obligation of the Originators. Pursuant to Section 3.03the Pooling and Servicing Agreement, 3.06the Depositor shall, or 6.02on the Closing Date, assign all of its right, title and interest in and to the Purchased Loans and the other Purchased Assets to the Trustee for the benefit of the Owners of the Certificates.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. (a) The Company, in exchange for the payment of the applicable Purchase Price by the Initial Owner on the related Closing Date, does hereby shall sell, transfer, assign, set over and convey to the PurchaserInitial Owner, without recourse, but subject to the terms of this Agreement, on a servicing retained basis, all the rightof its rights, title and interest of the Company in and to the Mortgage Loans in that Mortgage Loan Package having an aggregate principal balance on the related Cut-off Date in an amount as set forth in the related Purchase Price and Terms Letter, or in such other amount as agreed to by the Initial Owner and the Company as evidenced by the actual aggregate principal balance of such Mortgage Loan PackagePackage accepted by the Initial Owner on the related Closing Date, and together with the related Mortgage Files and all rights and obligations arising under the documents contained therein for therein. (b) On each Closing Date, the Initial Owner shall be entitled to receive all interest and principal received by the Company on or with respect to the Mortgage Loan Loans in the related Mortgage Loan PackagePackages after the related Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before such Cut-off Date). Pursuant to Section 2.03, the The Company shall deliver to the Initial Owner the Mortgage Loan Documents for each Mortgage Loan to the Custodian Schedule at least two (2) Business Days prior to the related Closing Date. Pursuant to Section 2.03 hereof, the Company shall deliver a portion of each Mortgage File to the Owner. The contents of each Mortgage File not delivered to the Custodian are and Owner shall be held in trust by the Company for the benefit of the Purchaser Owner as the owner thereof. The Company shall maintain a Servicing File consisting of a copy thereof and the Company's possession of the contents portion of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of each Servicing File by the Company is so retained shall be at the will of the Purchaser Owner for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is shall be in a custodial capacity only. Upon On the sale of the Mortgage Loans related Closing Date, the ownership of each Mortgage Note, the related Mortgage and the each related Mortgage File and Servicing File shall vest immediately be vested in the Purchaser, Owner and the ownership of all records and documents with respect to the each related Mortgage Loan prepared by or which come into the possession of the Company shall immediately vest immediately in the Purchaser Owner and shall be retained and maintained by the Companymaintained, in trust, by the Company at the will of the Purchaser and only Owner in such custodial capacitycapacity only. Each Servicing The Mortgage File may be retained in microfilm, microfiche, optical storage or magnetic media in lieu of hard copy. The Company shall be segregated from the other books and maintain records of the Company and shall be marked appropriately to reflect clearly (i) confirming the sale of the related Mortgage Loan to the PurchaserOwner and (ii) confirming the Owner's ownership interest in the Mortgage File. The Company shall release from its custody of the contents of any Servicing Mortgage File only in accordance with written instructions from the PurchaserOwner, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or the removal of any Mortgage Loan or related REO Property from the terms of this Agreement pursuant to Section 3.033.03 in which case such written instructions shall not be required. (c) The Purchase Price for the Mortgage Loans in each Mortgage Loan Package shall be the percentage of par as stated in or as otherwise calculated pursuant to the related Purchase Price and Terms Letter (subject to adjustment as provided therein), 3.06plus accrued interest on the aggregate scheduled principal balance of such Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from the related Cut-off Date through the day prior to the related Closing Date inclusive. The initial principal amount of such Mortgage Loans shall be the aggregate principal balance of such Mortgage Loans, so computed as of the related Cut-off Date, after application of scheduled payments of principal due on or 6.02before the related Cut-off Date, whether or not collected. Such payments shall be made to the account designated by the Company by wire transfer of immediately available funds.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance The Seller, simultaneously with the payment of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Companythe Purchase Price, on the related Closing Date, does hereby sell, transfer, assign, set over shall execute and convey deliver to the Purchaser, without recourse, but subject Purchaser a Term Sheet with respect to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the Mortgage Loans in the related Mortgage Loan PackagePackage in the form attached hereto as Exhibit H. Simultaneously with the execution and delivery of the related Term Sheet, and Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in Package, the Seller hereby agrees to service the Mortgage Loans listed on the related Mortgage Loan PackageSchedule in accordance with Customary Servicing Procedures and this Agreement. Pursuant The rights of the Purchaser to Section 2.03, receive payments with respect to the Company related Mortgage Loans shall deliver be as set forth in this Agreement. Any documentation retained by the Seller with respect to each Mortgage Loan Documents for each pursuant to this Agreement shall be appropriately identified in the Seller's computer system to reflect clearly the sale of such related Mortgage Loan to the Custodian prior to the related Closing DatePurchaser. The contents of each Mortgage File not delivered to the Custodian Purchaser are and shall be held in trust by the Company Seller for the benefit of the Purchaser as the owner thereof. The Company shall maintain a Servicing File consisting of a copy thereof and Seller's possession of the contents portion of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of each Servicing File by the Company so retained is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company Seller is in a custodial capacity only. Upon the sale purchase of the Mortgage Loans Loans, the ownership of each Mortgage Note, the related Mortgage and the each related Mortgage File and Servicing File shall vest immediately is vested in the Purchaser, Purchaser and the ownership of all records and documents with respect to the each related Mortgage Loan prepared by or which come into the possession of the Company Seller shall immediately vest immediately in the Purchaser and shall be retained and maintained by the Companymaintained, in trust, at the will of the Purchaser and only by Seller in such custodial capacitycapacity only. Each Servicing The portion of each Mortgage File so retained shall be segregated from the other books and records of the Company and shall be appropriately marked appropriately to clearly reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company Seller shall release from its custody of the contents of any Servicing Mortgage File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the CompanySeller's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.026.03.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance On each Closing Date, the Seller, simultaneously with the execution and delivery of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, on the related Closing DateAcknowledgment 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, on a servicing retained basis, all the rightrights, title and interest of the Company Seller in and to the Mortgage Loans included in the related Mortgage Loan Package, and together with the Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan. Pursuant to Section 2(c) 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. Pursuant to Section 2.03, the Company shall deliver the Mortgage Loan Documents for each Mortgage Loan Package to the Custodian prior to the related Closing DatePurchaser or its designee. The contents of each Servicing File required to be retained by the Seller to service the Mortgage File Loans included in the related Mortgage Loan Package pursuant to this Agreement and thus not delivered to the Custodian Purchaser are and shall be held in trust by the Company Seller for the benefit of the Purchaser as the owner thereof. The Company shall maintain a Seller’s possession of any portion of the 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 each Servicing File by the Company is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage LoanLoan pursuant to this Agreement, and such retention and possession by the Company is Seller shall be in a custodial capacity only. Upon the sale of the Mortgage Loans On each Closing Date, the ownership of each Mortgage Note, the related Mortgage Mortgage, and the related contents of the Mortgage File and Servicing File 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 Company Seller thereafter shall immediately vest immediately in the Purchaser and shall be retained and maintained by the Companymaintained, in trust, by the Seller at the will of the Purchaser and only in such custodial capacitycapacity only. Each The Servicing File retained by the Seller pursuant to this Agreement shall be segregated from the other books and records of the Company Seller and shall be appropriately marked appropriately to clearly reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company Seller shall release from its custody of the contents of any Servicing File retained by it only in accordance with the written instructions from of the Purchaser, unless except when such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any such Mortgage Loan pursuant to Section 3.03, 3.06, 8 or 6.02is required as incidental to the Seller’s servicing of the Mortgage Loans.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. (a) The Company, on simultaneously with the related Closing Dateexecution and delivery of the Reference Agreement, does shall hereby sell, transfer, transfer and assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement and related Reference Agreement, on a servicing retained basis, to the Initial Owner the Ownership Interest comprising all the right, title and interest of the Company in and to the Mortgage Loans, including all interest at the applicable Mortgage Loan Remittance Rate and principal received on or due with respect to the Mortgage Loans after the Cut-off Date set forth in the related applicable Reference Agreement (other than payments of principal and interest due on the Mortgage Loan Package, and Loans on or before the Cut-off Date) on a servicing retained basis. (b) In connection with the Company's sale of the Mortgage Files and all rights and obligations arising under Loans to the documents contained therein for each Mortgage Loan in Initial Owner pursuant to the related Mortgage Loan Package. Pursuant to Section 2.03Reference Agreement, the Company shall deliver to, and deposit with, the Custodian, as the duly appointed agent of the Owner for such purpose ten Business Days before the related Closing Date, the following original documents or instruments (or copies thereof as permitted by this Section) (collectively, the "Mortgage Loan Documents") with respect to each Mortgage Loan so assigned: (i) The original Mortgage Note, endorsed in blank by the Company without recourse, and showing an unbroken chain of endorsements from the originator thereof to the Company; (ii) The original Mortgage, noting the presence of the MIN of the Mortgage Loan Documents for each and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording indicated thereon or a copy of the Mortgage with evidence of recording indicated thereon and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) Unless the Mortgage Loan is registered on the MERS(R) System, an unrecorded original Assignment of the Mortgage from the Company in blank, which shall be in recordable form and acceptable for recording under the laws of the jurisdiction where the Mortgaged Property is located; (iv) The original recorded assignment or assignments of the Mortgage showing an unbroken chain of title from the originator thereof to the Company (or to MERS, if the Mortgage Loan is registered on the MERS(R) System and noting the presence of a MIN) with evidence of recordation noted thereon or attached thereto, or a copy of such assignment or assignments of the Mortgage with evidence of recording indicated thereon; (v) The original of each modification, assumption agreement or preferred loan agreement, if any, relating to such Mortgage Loan or a copy of each modification, assumption agreement or preferred loan agreement; (vi) the original mortgagee title insurance policy; (vii) the original of any guarantee executed in connection with the Mortgage Note; and (viii) the original PMI or LPMI Policy or certificate, if private mortgage guaranty insurance is required pursuant to the Agreement. In the event that the Company has been notified by the Custodian that it has delivered to the Custodian any Mortgage Note endorsed in blank or Assignment of Mortgage in blank by a party other than the Company, the Company shall, or shall cause the Custodian to, prior to the related Closing Date. The contents , complete the endorsement of each the Mortgage File Note and Assignment of Mortgage into the name of the Company and deliver an endorsement in blank by the Company and an Assignment of the Mortgage from the Company in blank. (c) Notwithstanding the provisions of Section 2.01(b), in the event that in connection with any Mortgage Loan the Company cannot deliver on the related Closing Date the original of the Mortgage, any assignment, modification or assumption agreement (or a copy thereof as permitted by Section 2.01(b)) with evidence of recording thereon on or prior to the related Closing Date because of (i) a delay caused by a public recording office where such Mortgage, assignment, modification, assumption agreement or preferred loan agreement as the case may be, has been delivered for recordation, or (ii) a delay in the receipt of certain information necessary to prepare the related assignments, the Company shall deliver to the Custodian are a copy of such Mortgage, assignment, modification or assumption agreement, certified by an authorized signatory of the Company to be a true and correct copy thereof. The Company shall be held promptly deliver to the Custodian such Mortgage, assignment, modification, assumption agreement or preferred loan agreement with evidence of recording indicated thereon in trust accordance with Section 2.01(b). In connection with the assignment of any Mortgage Loan registered on the MERS(R) System, the Company further agrees that it will, at the Owner's request and the Company's sole cost and expense, cause the MERS(R) System to indicate that such Mortgage Loans have been assigned by the Company for to the benefit Owner by including (or, if applicable, deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files the Purchaser as code in the owner thereoffield "Pool Field" which identifies the series in which such loans were sold. The Company further agrees that it will not alter the code referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement. (d) The Company shall maintain a Servicing File or files consisting of a copy of the contents of each Mortgage File and the originals of the documents set forth in each Mortgage File Exhibit C not delivered to the Custodian. The possession of each Servicing File by the Company is at the will of the Purchaser Owner for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. Upon the sale of the Mortgage Loans the ownership of each Mortgage Note, the related Mortgage and the related Mortgage File and Servicing File shall vest immediately in the PurchaserOwner, 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 Company shall vest immediately in the Purchaser Owner and shall be retained and maintained by the Company, in trust, at the will of the Purchaser Owner and only in such custodial capacity. Each Servicing File shall be segregated from the other books and records of the Company and shall be marked appropriately to reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the PurchaserOwner, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Sections 2.04 or 2.05. The Company shall maintain with respect to each Mortgage Loan and shall make available for inspection by any Owner or its designee the related Servicing File during the time the Owner retains ownership of a Mortgage Loan and thereafter in accordance with applicable laws and regulations. (e) Any documents required to be delivered to the Custodian by the Company pursuant to this Section 3.032.01 which are in the possession or control of the Company or a Subservicer and which are not delivered to the Custodian or are requested from the Custodian in connection with the servicing of the Mortgage Loans are and shall be held by the Company, 3.06either directly or through the related Subservicer, or 6.02in trust for the benefit of the Owner. The sale of each Mortgage Loan shall be reflected on the Company's balance sheet and other financial statements as a sale of assets by the Company. The Company shall be responsible for maintaining, and shall maintain records for each Mortgage Loan which shall be clearly marked to reflect the ownership of each Mortgage Loan by the Owner.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, on simultaneously with the payment of the Purchase Price and with the execution and delivery to the Initial Owner of an Assignment and Conveyance with respect to the related Closing Date, Mortgage Loan Package does hereby sell, transfer, assign, set over and convey to the PurchaserOwner, without recourse, but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the Mortgage Loans, including all interest and principal received by the Company on or with respect to the Mortgage Loans in after the related Cut-off Date (other than payments of principal and interest due on the Mortgage Loan Package, and Mortgage Files and all rights and obligations arising under Loans on or before the documents contained therein for each Mortgage Loan in the related Mortgage Loan PackageCut-off Date). Pursuant to Section 2.032.03 hereof, the Company shall deliver the Mortgage Loan Documents for has delivered a portion of each Mortgage Loan File to the Custodian prior to the related Closing DateCustodian. The contents of each Mortgage File not delivered to the Custodian are and shall be held in trust by the Company for the benefit of the Purchaser Owner as the owner thereof. The Company shall maintain a Servicing File consisting of a copy thereof and the Company’s possession of the contents portion of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of each Servicing File by the Company so retained is at the will of the Purchaser Owner for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. Upon On the sale of the Mortgage Loans Closing Date, the ownership of each Mortgage Note, the related Mortgage and the each related Mortgage File and Servicing File shall vest immediately is vested in the Purchaser, Owner and the ownership of all records and documents with respect to the each related Mortgage Loan prepared by or which come into the possession of the Company shall immediately vest immediately in the Purchaser Owner and shall be retained and maintained by the Companymaintained, in trust, by the Company at the will of the Purchaser and only Owner in such custodial capacitycapacity only. Each Servicing Except for the Mortgage Note, the Mortgage File may be retained in microfilm, microfiche, optical storage or magnetic media in lieu of hard copy. The Company shall be segregated from the other books and maintain records of the Company and shall be marked appropriately to reflect clearly (i) confirming the sale of the related Mortgage Loan to the PurchaserOwner and (ii) confirming the Owner’s ownership interest in the Mortgage File. The Company shall release from its custody of the contents of any Servicing Mortgage File only in accordance with written instructions from the PurchaserOwner, unless such release is required as incidental to the Company's ’s servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or the removal of any Mortgage Loan or related REO Property from the terms of this Agreement pursuant to Section 3.03, 3.06, or 6.023.03 such written instructions shall not be required.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, on (a) On the related Closing Date, does hereby Date the Originators shall sell, transfer, assign, set over and convey to the PurchaserUnaffiliated Seller, without recourse, recourse but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due and accruing after, the Cut-Off Date, the Insurance Policies relating to each such Mortgage Loan and all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the Cut-Off Date and the Unaffiliated Seller shall sell, transfer, assign, set over and convey to the Depositor, without recourse but subject to the terms of this Agreement, all right, title and interest in and to the related applicable Mortgage Loan PackageLoans, including all principal outstanding as of, and all interest due after, the Cut-Off Date, the Insurance Policies relating to each such Mortgage Files Loan, all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and obligations arising under after the documents contained therein Cut-Off Date. Upon payment of the purchase price for each such Mortgage Loan Loans as provided in the related Mortgage Loan Package. Pursuant to Section 2.032.03 of this Agreement, the Company Originators and the Unaffiliated Seller shall deliver the Mortgage Loan Documents for each Mortgage Loan to the Custodian prior to the related Closing Date. The contents of each Mortgage File not delivered to the Custodian are have hereby, and shall be held in trust by deemed to have, sold, transferred, assigned, set over and conveyed such Mortgage Loans, the Company for the benefit of the Purchaser as the owner thereof. The Company shall maintain a Servicing File consisting of a copy of the contents of Insurance Policies relating to each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related such Mortgage Loan, all right, title and interest in and to the proceeds of such retention Insurance Policies and possession by all of its rights under this Agreement with respect to the Company is in a custodial capacity only. Mortgage Loans from and after the Cut-Off Date. (b) Upon the sale of the such Mortgage Loans Loans, the ownership of each related Mortgage Note, the each related Mortgage and the contents of the related Mortgage File and Servicing File shall immediately vest immediately in the Purchaser, Depositor and the ownership of all related records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Company Originators or the Unaffiliated Seller shall immediately vest immediately in the Purchaser Depositor. The contents of any Mortgage File in the possession of the Originators or the Unaffiliated Seller at any time after such sale, and any principal collected and interest due on the Mortgage Loans after the Cut-Off Date and received by the Originators or the Unaffiliated Seller, shall be held in trust by the Originators or the Unaffiliated Seller for the benefit of the Depositor as the owner thereof, and shall be retained and maintained promptly delivered by the Company, in trust, at Originators or the will Unaffiliated Seller to or upon the order of the Purchaser Depositor. (c) Pursuant to the Pooling and only Servicing Agreement, the Depositor shall, on the Closing Date, assign all of its right, title and interest in such custodial capacity. Each Servicing File shall be segregated from and to the other books applicable Mortgage Loans, the related insurance policies and records any proceeds whereof and all of its rights under this Agreement to the Trustee for the benefit of the Company Certificateholders and shall be marked appropriately to reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02Certificate Insurer.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, on simultaneously with the payment of the Purchase Price and with the execution and delivery to the Initial Owner of an Assignment and Conveyance with respect to the related Closing Date, Mortgage Loan Package does hereby sell, transfer, assign, set over and convey to the PurchaserOwner, without recourse, but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the Mortgage Loans, including all interest and principal received by the Company on or with respect to the Mortgage Loans in after the related Cut-off Date (other than payments of principal and interest due on the Mortgage Loan Package, and Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in Loans on or before the related Mortgage Loan PackageCut-off Date). Pursuant to Section 2.032.03 hereof, the Company shall deliver the Mortgage Loan Documents for has delivered a portion of each Mortgage Loan File to the Custodian prior to the related Closing DateCustodian. The contents of each Mortgage File not delivered to the Custodian are and shall be held in trust by the Company for the benefit of the Purchaser Owner as the owner thereof. The Company shall maintain a Servicing File consisting of a copy thereof and the Company's possession of the contents portion of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of each Servicing File by the Company so retained is at the will of the Purchaser Owner for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. Upon On the sale of the Mortgage Loans related Closing Date, the ownership of each Mortgage Note, the related Mortgage and the each related Mortgage File and Servicing File shall vest immediately is vested in the Purchaser, Owner and the ownership of all records and documents with respect to the each related Mortgage Loan prepared by or which come into the possession of the Company shall immediately vest immediately in the Purchaser Owner and shall be retained and maintained by the Companymain-tained, in trust, by the Company at the will of the Purchaser and only Owner in such custodial capacitycapacity only. Each Servicing The Mortgage File may be retained in microfilm, microfiche, optical storage or magnetic media in lieu of hard copy. The Company shall be segregated from the other books and maintain records of the Company and shall be marked appropriately to reflect clearly (i) confirming the sale of the related Mortgage Loan to the PurchaserOwner and (ii) confirming the Owner's ownership interest in the Mortgage File. The Company shall release from its custody of the contents of any Servicing Mortgage File only in accordance with written instructions from the PurchaserOwner, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or the removal of any Mortgage Loan or related REO Property from the terms of this Agreement pursuant to Section 3.03, 3.06, or 6.023.03 such written instructions shall not be required.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. (a) The Company, on simultaneously with the related Closing Dateexecution and delivery of the Reference Agreement, does shall hereby sell, transfer, transfer and assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, on a servicing retained basis, Initial Owner the Ownership Interest comprising all the right, title and interest of the Company in and to the Mortgage Loans, including all interest at the applicable Mortgage Loan Remittance Rate and principal received on or with respect to the Mortgage Loans after the Cut-off Date set forth in the related applicable Reference Agreement (other than payments of principal and interest due on the Mortgage Loan Package, and Loans on or before the Cut-off Date) on a servicing retained basis. (b) In connection with the Company's assignment of the Mortgage Files and all rights and obligations arising under Loans to the documents contained therein for each Mortgage Loan in Initial Owner pursuant to the related Mortgage Loan Package. Pursuant to Section 2.03Reference Agreement, the Company shall deliver to, and deposit with, the Custodian, as the duly appointed agent of the Initial Owner for such purpose, the following original documents or instruments (or copies thereof as permitted by this Section) with respect to each Mortgage Loan so assigned: (i) The original Mortgage Note, endorsed in blank by the Company without recourse, and showing an unbroken chain of endorsements from the originator thereof to the Company or an original lost note affidavit from the related Seller or the Company stating that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the related Mortgage Note; (ii) The original Mortgage, noting the presence of the MIN of the Mortgage Loan Documents for each and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording indicated thereon or a copy of the Mortgage with evidence of recording indicated thereon; (iii) Unless the Mortgage Loan is registered on the MERS(R) System, an unrecorded original Assignment of the Mortgage from the Company in blank; (iv) The original recorded assignment or assignments of the Mortgage showing an unbroken chain of title from the originator thereof to the Company (or to MERS, if the Mortgage Loan is registered on the MERS(R) System and noting the presence of a MIN) with evidence of recordation noted thereon or attached thereto, or a copy of such assignment or assignments of the Mortgage with evidence of recording indicated thereon; and (v) The original of each modification, assumption agreement or preferred loan agreement, if any, relating to such Mortgage Loan or a copy of each modification, assumption agreement or preferred loan agreement. The Company may, in lieu of delivery of the original of the documents set forth in Section 2.01(b)(ii) through (v) (or copies thereof as permitted by Section 2.01(b)) to the Custodian, retain such documents and hold such documents in trust for the use and benefit of all present and future Owners until 30 days following the receipt of the original of all of the documents or instruments set forth in Section 2.01(b)(ii) through (v) (or copies thereof as permitted by such Section) for any Mortgage Loan. At such time, the Company shall deliver a complete set of such documents to the Custodian as the duly appointed agent of the Owner. In the event that the Company has been notified by the Custodian that it has delivered to the Custodian any Mortgage Note endorsed in blank or Assignment of Mortgage in blank by a party other than the Company, the Company shall, or shall cause the Custodian to, complete the endorsement of the Mortgage Note and Assignment of Mortgage into the name of the Company and deliver an endorsement in blank by the Company and an Assignment of the Mortgage from the Company in blank in conjunction with the Interim Certification issued by the Custodian as contemplated by Section 2.02. (c) Notwithstanding the provisions of Section 2.01(b), in the event that in connection with any Mortgage Loan the Company cannot deliver the original of the Mortgage, any assignment, modification, assumption agreement or preferred loan agreement (or a copy thereof as permitted by Section 2.01(b)) with evidence of recording thereon concurrently with the execution and delivery of this Agreement because of (i) a delay caused by a public recording office where such Mortgage, assignment, modification, assumption agreement or preferred loan agreement as the case may be, has been delivered for recordation, or (ii) a delay in the receipt of certain information necessary to prepare the related assignments, the Company shall deliver to the Custodian a copy of such Mortgage, assignment, modification, assumption agreement or preferred loan agreement. The Company shall promptly deliver to the Custodian such Mortgage, assignment, modification, assumption agreement or preferred loan agreement with evidence of recording indicated thereon in accordance with Section 2.01(b). In connection with the assignment of any Mortgage Loan registered on the MERS(R) System, the Company further agrees that it will, at the Owner's request and sole cost and expense, cause the MERS(R) System to indicate that such Mortgage Loans have been assigned by the Company to the Owner by including (or, if applicable, deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files the code in the field "Pool Field" which identifies the series in which such loans were sold. The Company further agrees that it will not alter the codes referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement. Certain documents referred to in Section 2.01(b)(i) of the Agreement may be missing on or prior to the related Closing Date. The contents In the event such missing documents are not provided within 45 days after the Closing Date except as provided in the preceding paragraph, the Company shall repurchase the related Mortgage Loans on the second Remittance Date after the Closing Date at the Purchase Price for such Mortgage Loans. (d) Any documents required to be delivered to the Custodian by the Company pursuant to this Section 2.01 which are in the possession or control of each Mortgage File the Company or a Subservicer and which are not delivered to the Custodian or are requested from the Custodian in connection with the servicing of the Mortgage Loans are and shall be held by the Company, either directly or through the related Subservicer, in trust by the Company for the benefit of the Purchaser Owner. The sale of each Mortgage Loan shall be reflected on the Company's balance sheet and other financial statements as a sale of assets by the owner thereofCompany. The Company shall be responsible for maintaining, and shall maintain a Servicing File consisting of a copy of the contents of records for each Mortgage File and the originals of the documents in each Mortgage File not delivered Loan which shall be clearly marked to the Custodian. The possession of each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. Upon the sale of the Mortgage Loans reflect the ownership of each Mortgage NoteLoan by the Owner. (e) Concurrently with the execution and delivery hereof, the related Mortgage and Company hereby assigns to the related Mortgage File and Servicing File shall vest immediately in the PurchaserInitial Owner, and the ownership Initial Owner hereby assumes, all of all records the Company's rights and documents obligations under the Seller's Agreements with respect to the related Mortgage Loans, insofar as such rights and obligations relate to any representations and warranties regarding a Mortgage Loan prepared made by a Seller under any Seller's Agreement and any remedies available under the Seller's Agreement for a breach of any such representations and warranties if the substance of such breach also constitutes fraud in the origination of the Mortgage Loan. (f) The Company hereby assigns to the Initial Owner its security interest in and to any Pledged Assets, and its right to receive amounts due or which come into to become due in respect of any Pledged Assets pursuant to the possession of related Subservicing Agreement. With respect to any Pledged Asset Loan, the Company shall vest immediately cause to be filed in the Purchaser appropriate recording office a UCC-3 statement giving notice of the assignment of the related security interest to the Initial Owner and shall be retained and maintained by thereafter cause the Company, in trust, at the will timely filing of the Purchaser and only in all necessary continuation statements with regard to such custodial capacity. Each Servicing File shall be segregated from the other books and records of the financing statements. (g) The Company and shall be marked appropriately to reflect clearly agrees that the sale of each Pledged Asset Loan pursuant to this Agreement will also constitute the related Mortgage Loan assignment, sale, setting-over, transfer and conveyance to the Purchaser. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the PurchaserInitial Owner, unless such release is required as incidental without recourse (but subject to the Company's servicing covenants, representations and warranties specifically provided herein), of all of the Company's obligations and all of the Company's right, title and interest in, to and under, whether now existing or hereafter acquired as owner of the Mortgage Loans Loan with respect to all money, securities, security entitlements, accounts, general intangibles, instruments, documents, certificates of deposit, commodities contracts, and other investment property and other property of whatever kind or is description consisting of, arising from or related to (i) the Assigned Contracts, (ii) all rights, powers and remedies of the Company as owner of such Mortgage Loan under or in connection with a repurchase the Assigned Contracts, whether arising under the terms of such Assigned Contracts, by statute, at law or in equity, or otherwise arising out of any default by the Mortgagor under or in connection with the Assigned Contracts, including all rights to exercise any election or option or to make any decision or determination or to give or receive any notice, consent, approval or waiver thereunder, (iii) all security interests in and lien of the Company as owner of such Mortgage Loan pursuant to Section 3.03in the Pledged Amounts and all money, 3.06securities, security entitlements, accounts, general intangibles, instruments, documents, certificates of deposit, commodities contracts, and other investment property and other property of whatever kind or description and all cash and non-cash proceeds of the sale, exchange, or 6.02redemption of, and all stock or conversion rights, rights to subscribe, liquidation dividends or preferences, stock dividends, rights to interest, dividends, earnings, income, rents, issues, profits, interest payments or other distributions of cash or other property that is credited to the Custodial Account, (iv) all documents, books and records concerning the foregoing (including all computer programs, tapes, disks and related items containing any such information) and (v) all insurance proceeds (including proceeds from the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation or any other insurance company) of any of the foregoing or replacements thereof or substitutions therefor, proceeds of proceeds and the conversion, voluntary or involuntary, of any thereof. The foregoing transfer, sale, assignment and conveyance does not constitute and is not intended to result in the creation, or an assumption by the Initial Owner, of any obligation of the Company, or any other person in connection with the Pledged Assets or under any agreement or instrument relating thereto, including any obligation to the Mortgagor, other than as owner of the Mortgage Loan.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance (a) Effective as of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, on the related Closing Date, does the Seller hereby sellsells, transfertransfers, assignassigns, set sets over and convey conveys to the PurchaserDepositor, without recourse, recourse but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the Mortgage Loans in Loans, the related insurance policies relating to each such Mortgage Loan PackageLoan, if any, and Mortgage Files all right, title and interest in and to the proceeds of such insurance policies from and after the Closing Date together with all of its rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan Package. Pursuant to Section 2.03, the Company shall deliver the Mortgage Loan Documents for each Mortgage Loan to the Custodian prior to the related Closing Date. The contents of each Mortgage File not delivered to the Custodian are and shall be held in trust by the Company for the benefit of the Purchaser as the owner thereof. The 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 each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. Sale Agreement. (b) Upon the sale of the such Mortgage Loans Loans, the ownership of each related Mortgage Note, the each related Mortgage and the contents of the related Mortgage File and Servicing File shall immediately vest immediately in the Purchaser, Depositor and the ownership of all related records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Company Seller shall immediately vest immediately in the Purchaser Depositor. The contents of any Mortgage File in the possession of the Seller at any time after such sale, and any scheduled payments of principal and interest on the Mortgage Loans due after the Cut-Off Date and received by the Seller (excluding any interest on or prior to the Due Date immediately preceding the Cut-Off Date), shall be held in trust by the Seller for the benefit of the Depositor as the owner thereof, and shall be retained and maintained promptly delivered by the Company, in trust, at Seller to or upon the will order of the Purchaser Depositor. (c) Pursuant to the Pooling and only Servicing Agreement, the Depositor shall, on the Closing Date, irrevocably transfer, assign, set over and otherwise convey all of its right, title and interest in such custodial capacity. Each Servicing File shall be segregated from and to the other books applicable Mortgage Loans, all of its rights (exclusive of any of its obligations) under this Agreement, and records any rights arising under the Mortgage Loan Sale Agreement assigned to it to the Trustee for the benefit of the Company and shall be marked appropriately to reflect clearly Certificateholders, the sale holder of the related Mortgage Loan to the Purchaser. The Company shall release its custody of the contents Exchangeable Certificate and of any Servicing File only in accordance with written instructions from Additional Certificate and the Purchaser, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02Certificate Insurer.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTSDOCUMENTS ---------------------------------------- Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, on the related Closing Date, does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the Mortgage Loans in the related Mortgage Loan Package, and Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan Package. Pursuant to Section 2.03, the Company shall deliver the Mortgage Loan Documents for each Mortgage Loan to the Custodian prior to the related Closing Date. The contents of each Mortgage File not delivered to the Custodian are and shall be held in trust by the Company for the benefit of the Purchaser as the owner thereof. The 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 each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. Upon the sale of the Mortgage Loans the ownership of each Mortgage Note, the related Mortgage and the related Mortgage File and Servicing File shall vest immediately 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 Company shall vest immediately in the Purchaser and shall be retained and maintained by the Company, in trust, at the will of the Purchaser and only in such custodial capacity. Each Servicing File shall be segregated from the other books and records of the Company and shall be marked appropriately to reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, on (a) On the related Closing Date, does hereby Date the Unaffiliated Seller shall sell, transfer, assign, set over and convey or cause to be assigned, set over or conveyed, to the PurchaserDepositor, without recourse, recourse but subject to the terms of this Agreement, on a servicing retained basisAgreement and each of the Assignment and Recognition Agreements, all the right, title and interest of the Company in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the Cut-Off Date, after giving effect to scheduled principal payments due on the Cut-off Date, whether or not received (except for $633,421.80 in interest, which is being retained by the Unaffiliated Seller), the Insurance Policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the Cut-Off Date. Upon payment of the purchase price for such Mortgage Loans as provided in the related Mortgage Loan Package, and Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan Package. Pursuant to Section 2.032.03 of this Agreement, the Company Unaffiliated Seller shall deliver the Mortgage Loan Documents for each Mortgage Loan to the Custodian prior to the related Closing Date. The contents of each Mortgage File not delivered to the Custodian are have hereby, and shall be held in trust by deemed to have, or caused to have sold, transferred, assigned, set over and conveyed such Mortgage Loans, the Company for the benefit of the Purchaser as the owner thereof. The Company shall maintain a Servicing File consisting of a copy of the contents of Insurance Policies relating to each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related such Mortgage Loan, all right, title and interest in and to the proceeds of such retention Insurance Policies and possession by all of their rights under this Agreement with respect to the Company is in a custodial capacity only. Mortgage Loans from and after the Cut-Off Date. (b) Upon the sale of the such Mortgage Loans Loans, the ownership of each related Mortgage Note, the each related Mortgage and the contents of the related Mortgage File and Servicing File shall immediately vest immediately in the Purchaser, Depositor and the ownership of all related records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Company Unaffiliated Seller shall immediately vest immediately in the Purchaser Depositor. The contents of any Mortgage File in the possession of the Unaffiliated Seller at any time after such sale, and any principal and interest due on the Mortgage Loans after the Cut-Off Date and received by or on behalf of the Unaffiliated Seller (except for $633,421.80 in interest, which is being retained by the Unaffiliated Seller), shall be held in trust by the Unaffiliated Seller for the benefit of the Depositor as the owner thereof, and shall be retained and maintained promptly delivered by the Company, in trust, at Unaffiliated Seller to or upon the will order of the Purchaser Depositor. (c) Pursuant to the Pooling and only Servicing Agreement, the Depositor shall, on the Closing Date, assign all of its right, title and interest in such custodial capacity. Each Servicing File shall be segregated from and to the other books and records of the Company and shall be marked appropriately to reflect clearly the sale of applicable Mortgage Loans, the related Mortgage Loan Insurance Policies and any proceeds thereof and all of its rights under this Agreement to the Purchaser. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02Trust.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance The Seller, simultaneously with the payment of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Companythe Purchase Price, on the related Closing Date, does hereby sell, transfer, assign, set over shall execute and convey deliver to the Purchaser, without recourse, but subject Purchaser a Term Sheet with respect to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the Mortgage Loans in the related Mortgage Loan Package, and Mortgage Files and all rights and obligations arising under Package in the documents contained therein for form attached hereto as Exhibit F. Any documentation retained by the Seller with respect to each Mortgage Loan pursuant to this Agreement shall be appropriately identified in the Seller’s computer system to reflect clearly the sale of such related Mortgage Loan Package. Pursuant to Section 2.03, the Company shall deliver the Mortgage Loan Documents for each Mortgage Loan to the Custodian prior to the related Closing DatePurchaser. The contents of each Mortgage File not delivered to the Custodian Purchaser are and shall be held in trust by the Company Servicer for the benefit of the Purchaser as the owner thereof. The Company shall maintain a Servicing File consisting of a copy thereof and Servicer’s possession of the contents portion of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of each Servicing File by the Company so retained is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company Servicer is in a custodial capacity only. Upon the sale purchase of the Mortgage Loans Loans, the ownership of each Mortgage Note, the related Mortgage and the each related Mortgage File and Servicing File shall vest immediately is vested in the Purchaser, Purchaser and the ownership of all records and documents with respect to the each related Mortgage Loan prepared by or which come into the possession of Seller or Servicer shall immediately vest in Purchaser. Originals or copies of all documents listed on Exhibit A hereto and comprising the Company Mortgage File, other than the Mortgage Loan Documents, shall vest immediately in be delivered to the Purchaser and or the custodian appointed by the Purchaser on or prior to the Closing Date. Originals of the contents of each Mortgage File not delivered to the Purchaser or its designee shall be retained and maintained by the Companymaintained, in trust, at the will by Servicer in a custodial capacity only. The portion of the Purchaser and only in such custodial capacity. Each Servicing each Mortgage File so retained shall be segregated from the other books and records of the Company and shall be appropriately marked appropriately to clearly reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company Servicer shall release from its custody of the contents of any Servicing Mortgage File retained by it only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's Servicer’s servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.026.03.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, on the related (a) On each Closing Date, does the Company, simultaneously with the execution and delivery of the related Purchase Confirmation and the payment of the Purchase Price by the Initial Owner by wire transfer of immediately available federal funds, shall hereby sell, transfer, transfer and assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, on a servicing retained basis, all Initial Owner the right, title and interest of the Company Ownership Interest in and to the Mortgage Loans identified in the related Purchase Confirmation, including, except as otherwise provided in the related Purchase Confirmation, the Actual Principal Balance of each Mortgage Loan Packageand all payments in respect thereof due after the applicable Cut-off Date, and together with the related Mortgage Files and all rights and obligations arising under the documents contained therein for on a servicing released basis. The Initial Owner shall be entitled to (i) all principal received after the related Cut-off Date, (ii) all other recoveries of late charges, assumption fees or other charges collected after the related Cut-off Date, and (iii) all payments of interest on the Mortgage Loans at the Mortgage Interest Rate received after the related Cut-off Date. The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal received on or before the related Cut-off Date. All payments of principal and interest (minus the Servicing Fee) due on the first day of the month after the related Cut-off Date shall belong to the Initial Owner. (b) At least ten (10) Business Days prior to the related Closing Date or such other date as mutually agreed upon by the Initial Owner and the Company in the related Mortgage Loan Package. Pursuant to Section 2.03Trade Confirmation, the Company shall deliver to, and deposit with, the Custodian, as the duly appointed agent of the Initial Owner for such purpose, the following original documents or instruments (or copies thereof as permitted by this Section) with respect to each Mortgage Loan so assigned: (i) The original Mortgage Note, endorsed in blank by the Company without recourse, and showing an unbroken chain of endorsements from the originator thereof to the Company or an original lost note affidavit (in a form reasonably acceptable to the Initial Owner) from the Company stating that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the related Mortgage Note; (ii) The original Mortgage, noting the presence of the MIN of the Mortgage Loan Documents for each and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording indicated thereon or a copy of the Mortgage with evidence of recording indicated thereon; (iii) Unless the Mortgage Loan is registered on the MERS® System, an unrecorded original Assignment of the Mortgage from the Company in blank, which shall be in recordable form and acceptable for recording under the laws of the jurisdiction where the Mortgaged Property is located; (iv) The original recorded assignment or assignments of the Mortgage showing an unbroken chain of title from the originator thereof to the Company (or to MERS, if the Mortgage Loan is registered on the MERS® System and noting the presence of a MIN) with evidence of recordation noted thereon or attached thereto, or a copy of such assignment or assignments of the Mortgage with evidence of recording indicated thereon; (v) The original or copy of each modification, consolidation, extension or assumption agreement, if any, relating to such Mortgage Loan with evidence of recordation noted thereon or attached thereto; (vi) The original of any guarantee executed in connection with the Mortgage Note (if any); (vii) The original Primary Mortgage Insurance certificate, if any; In addition, the Company shall deliver to the Initial Owner as to any Mortgage Loan, no later than 180 days following receipt by the Company from the Initial Owner of a request in writing specifying the Mortgage Loan and the particular item requested, to the extent the Company can obtain such document from the Company: (i) a copy of the original power of attorney certified by the public recording office, and (ii) the original title policy and all riders thereto or, in the event such original title policy has not been received from the insurer, any one of an original title binder, an original preliminary title report or an original title commitment, or a copy thereof certified by the title company, with the original policy of title insurance to be delivered promptly following receipt thereof from the insurer. Any documents delivered to the Initial Owner pursuant to this paragraph shall be deemed to be a part of the Mortgage File for the related Mortgage Loan upon receipt by the Initial Owner. (c) Notwithstanding the provisions of Section 2.01(b), in the event that in connection with any Mortgage Loan the Company cannot deliver the original of the Mortgage, any assignment, modification or assumption agreement (or a copy thereof as permitted by Section 2.01(b)) with evidence of recording thereon concurrently with the execution and delivery of this Agreement because of (i) a delay caused by a public recording office where such Mortgage, assignment, modification or assumption agreement as the case may be, has been delivered for recordation, or (ii) a delay in the receipt of certain information necessary to prepare the related assignments, the Company shall deliver to the Custodian prior a copy of such Mortgage, assignment, modification or assumption agreement. The Company shall promptly deliver to the related Closing DateCustodian such Mortgage, assignment, modification or assumption agreement with evidence of recording indicated thereon upon receipt thereof in accordance with Section 2.01(b). (d) In connection with the assignment of any Mortgage Loan registered on the MERS® System, the Company further agrees that it will, at the Initial Owner’s request and sole cost and expense, cause the MERS® System to indicate that such Mortgage Loans have been assigned by the Company to the Owner by including (or, if applicable, deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files the code in the field “Pool Field” which identifies the series in which such loans were sold. The contents Company further agrees that it will not alter the code referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement. (e) The ownership of each Mortgage Note, Mortgage, the other contents of the Mortgage File and the other documents listed in this Section 2.01 is vested in the Initial Owner. Any documents required to be delivered to the Custodian by the Company pursuant to this Section 2.01 which, prior to such delivery, are in the possession or control of the Company or a subservicer and which are not delivered to the Custodian are and shall be held by the Company, either directly or through the related subservicer, in trust by the Company for the benefit of the Purchaser as the owner thereofInitial Owner. The 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 each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. Upon the sale of the Mortgage Loans the ownership of each Mortgage Note, the related Mortgage and the related Mortgage File and Servicing File shall vest immediately 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 Company shall immediately vest immediately in the Purchaser Initial Owner and shall be retained and maintained by the Companymaintained, in trust, by the Company at the will of the Purchaser and only Initial Owner in such custodial capacitycapacity only. Each Servicing File The documents listed in this Section 2.01 retained by the Company for purposes of servicing on an interim basis pursuant to this Agreement shall be electronically segregated from the other books and records of the Company and shall be appropriately marked appropriately to clearly reflect clearly the sale of the related Mortgage Loan to the PurchaserInitial Owner. The Company shall release from its custody any of the contents of any Servicing File such documents retained by it only as required in connection with its servicing duties hereunder or otherwise in accordance with written instructions from the Purchaserthis Agreement, unless except when such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any such Mortgage Loan pursuant to Section 3.03this Agreement. Record title to each Mortgage and the related Mortgage Note as of the applicable Closing Date shall be in the name of the Initial Owner or as the Initial Owner shall designate. All rights arising out of the Mortgage Loans including, 3.06but not limited to, all funds received by the Company after the related Cut-off Date on or 6.02in connection with a Mortgage Loan shall be vested in the Initial Owner; provided, however, that all funds received on or in connection with a Mortgage Loan shall be received and held by the Company in trust for the benefit of the Initial Owner as the owner of the Mortgage Loans pursuant to the terms of this Agreement. (f) The sale of each Mortgage Loan shall be reflected on the Company’s balance sheet and other financial statements as a sale of assets by the Company. The Company shall be responsible for maintaining, and shall maintain records for each Mortgage Loan which shall be clearly marked to reflect the ownership of each Mortgage Loan by the Initial Owner. (g) The Company shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the interim servicing of the Mortgage Loans pursuant to this Agreement within one week of their execution, provided, however, that the Company shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original promptly upon its receipt thereof.

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. The CompanyOn each Closing Date, on the Seller, simultaneously with the execution and delivery of the related Closing DateAcknowledgment 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, on a servicing retained basis, all the right, title and interest of the Company Seller in and to the Mortgage Loans included in the related Mortgage Loan Package, and 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. Pursuant to Section 2.03, the Company shall deliver the Mortgage Loan Documents for each Mortgage Loan Package to the Custodian prior to the related Closing DatePurchaser or its designee. The contents of each Mortgage Servicing File not delivered to the Custodian Purchaser are and shall be held in trust by the Company Seller for the benefit of the Purchaser as the owner thereof. The Company shall maintain a Seller's possession of any portion of the 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 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 Company is Seller shall be in a custodial capacity only. Upon the sale of the Mortgage Loans the The ownership of each Mortgage Note, the related Mortgage Mortgage, and the related contents of the Mortgage File and Servicing File shall vest immediately is vested 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 Company Seller shall immediately vest immediately in the Purchaser and shall be retained and maintained by the Companymaintained, in trust, by the Seller at the will of the Purchaser and only in such custodial capacitycapacity only. Each The Servicing File retained by the Seller shall be segregated from the other books and records of the Company Seller and shall be appropriately marked appropriately to clearly reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company Seller 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 CompanySeller's servicing of the Mortgage Loans pursuant hereto or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02hereto.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDSRECORDS;CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, on simultaneously with the related Closing Dateexecution and delivery of this Agreement, does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the Mortgage Loans in the related Mortgage Loan Package, and Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan PackageLoans. Pursuant to Section 2.03, the Company shall deliver has delivered the Mortgage Loan Documents for each Mortgage Loan to the Custodian prior to the related Closing DateCustodian. The contents of each Mortgage File not delivered to the Custodian are and shall be held in trust by the Company for the benefit of the Purchaser as the owner thereof. The 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 each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. Upon the sale of the Mortgage Loans the ownership of each Mortgage Note, the related Mortgage and the related Mortgage File and Servicing File shall vest immediately 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 Company shall vest immediately in the Purchaser and shall be retained and maintained by the Company, in trust, at the will of the Purchaser and only in such custodial capacity. Each Servicing File shall be segregated from the other books and records of the Company and shall be marked appropriately to reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02.Section

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF MORTGAGE LOAN DOCUMENTS; RECORDATION OF ASSIGNMENTS OF MORTGAGE Section 2.01 2.1 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance Purchase Price The Seller, simultaneously with the payment of Servicing Files. The Companythe Purchase Price shall execute and deliver to the Purchaser an Assignment and Conveyance with respect to the related Mortgage Loan Package in the form attached hereto as Exhibit L. Pursuant to Section 2.3, on or prior to the related Closing Date, does hereby the Seller shall have delivered the Mortgage Loan Documents for each Mortgage Loan in the Mortgage Loan Package to the Purchaser or its designated Custodian. The Seller's execution and delivery of an Assignment and Conveyance shall be deemed to sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms and provisions of this Agreement, on a servicing retained basis, all the right, title and interest of the Company Seller in and to the Mortgage Loans in the related Mortgage Loan Package, and Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan Package. Pursuant to Section 2.03, the Company shall deliver the Mortgage Loan Documents for each Mortgage Loan to the Custodian prior to the related Closing DateLoans. The contents of documents comprising each Mortgage File that are not delivered required to be so tendered to the Custodian Purchaser pursuant to Section 2.3 are and shall be held in trust by the Company Seller for the benefit of the Purchaser as the owner thereof. The 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 Seller's possession of each Servicing File such documents so held by the Company Seller is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention holding and possession by the Company Seller is in a custodial capacity only. Upon the sale of execution and delivery hereof, the Mortgage Loans the legal and beneficial ownership of each Mortgage Note, each Mortgage, and each of the related Mortgage and other documents comprising the related Mortgage File and Servicing File shall vest immediately with respect to each Mortgage Loan is vested in the Purchaser, Purchaser and the ownership of all records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Company Seller shall immediately vest immediately in the Purchaser and shall be retained held and maintained by the Companymaintained, in trust, by the Seller at the will of the Purchaser and only in such custodial capacitycapacity only. Each Servicing The documents comprising each Mortgage File so held by the Seller shall be readily available to the Purchaser and shall be segregated from the other books and records of the Company Seller and shall be appropriately marked appropriately to clearly reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company Seller shall release its custody of the contents of any Servicing File such documents only in accordance with written instructions from the Purchaser, Purchaser unless such release is required as incidental to the CompanySeller's servicing of the Mortgage Loans or is in connection with a repurchase or substitution of any Mortgage Loan pursuant to Section 3.033.3. On the Closing Date, 3.06Purchaser shall pay to Seller for the Mortgage Loans the sum of (i) the Stated Principal Balance of the Mortgage Loans multiplied by the Purchase Price Percentage, plus (ii) an amount equal to accrued interest on the Mortgage Loans at the Mortgage Interest Rate, from and including the Cut-Off Date through and including the day before the Closing Date. The payment by Purchaser shall be made by wire transfer before 4:00pm, Eastern Time, in immediately available funds to an account designated by Seller. If any miscalculation is reflected in the purchase price for the Mortgage Loans, the party benefiting from such error shall pay an amount sufficient to correct the error. The Purchaser shall own and be entitled to receive with respect to each Mortgage Loan purchased, (1) all scheduled principal due after the Cut-off Date, (2) all other recoveries of principal collected after the Cut-off Date (provided, however, that all scheduled payments of principal due on or 6.02before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans minus that portion of any such interest payment that is allocable to the period prior to the Cut-off Date. The Unpaid Principal Balance of each Mortgage Loan as of the Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, for the purposes of this Agreement, 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 shall be the property of the Purchaser. All payments of principal and interest due on a Due Date following the Cut-off Date shall belong to the Purchaser.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, (a) On the Closing Date and on the related Closing each Subsequent Transfer Date, does hereby the Seller shall sell, transfer, assign, set over and convey to the PurchaserDepositor, without recourse, recourse but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the applicable Mortgage Loans, together with the Mortgage Files relating thereto and the insurance policies relating to each such Mortgage Loan and all right, title and interest in and to all collections thereon and the proceeds thereof on and after the Cut-Off Date. Upon payment of the purchase price for such Mortgage Loans as provided in the related Mortgage Loan Package, and Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan Package. Pursuant to Section 2.032.03 of this Agreement, the Company Seller shall deliver the Mortgage Loan Documents for each Mortgage Loan to the Custodian prior to the related Closing Date. The contents of each Mortgage File not delivered to the Custodian are have hereby, and shall be held deemed to have, relinquished all rights with respect to, and to have sold, transferred, assigned, set over and conveyed such Mortgage Loans together with the Mortgage Files relating thereto and the insurance policies relating to each such Mortgage Loan and all right, title and interest in trust and to all collections thereon and the proceeds thereof on and after the Cut-Off Date, and shall have no right to sell, pledge, encumber or otherwise dispose of such Mortgage Loans. In connection with the sale, transfer, assignment and conveyance from the Seller to the Depositor, the Seller has filed, or shall cause to be filed, in the appropriate office or offices in the States of California and New York, a UCC-1 financing statement executed by the Company for Seller as debtor, naming the benefit Depositor as secured party and listing the Mortgage Loans and the other property described above as collateral. The characterization of the Purchaser Seller as a debtor and the Depositor as the owner thereof. The Company secured party in such financing statements is solely for protective purposes and shall maintain a Servicing File consisting of a copy in no way be construed as being contrary to the interest of the contents parties that this transaction be treated as a sale of each the Seller's entire right, title and interest in the Mortgage File Loans to the Depositor. In connection with such filing, the Seller agrees that it shall cause to be filed all necessary continuation statements thereof and to take or cause to be taken such actions and execute such documents as are necessary to perfect and protect the Trustee's, the Certificateholders' and the originals of [Certificate Insurer]'s interests in the documents in each Mortgage File not delivered to the Custodian. The possession of each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. Loans. (b) Upon the sale of the such Mortgage Loans Loans, the ownership of each related Mortgage Note, the each related Mortgage and the contents of the related Mortgage File and Servicing File shall immediately vest immediately in the Purchaser, Depositor and the ownership of all related records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Company Seller shall immediately vest immediately in the Purchaser Depositor. The contents of any Mortgage File in the possession of the Seller at any time after such sale, and any payments of principal on the Mortgage Loans received by the Seller on and after the Cut-off Date, and interest on the Mortgage Loan due on and after the Cut-Off Date and received by the Seller, shall be held in trust by the Seller for the benefit of the Trustee (as assignee of the Depositor pursuant to the Pooling and Servicing Agreement), and shall be retained and maintained promptly delivered by the Company, in trust, at Seller to or upon the will order of the Purchaser Trustee. (c) Pursuant to the Pooling and only Servicing Agreement, the Depositor shall, on the Closing Date, assign all of its right, title and interest in such custodial capacity. Each Servicing File shall be segregated from and to the other books and records applicable Mortgage Loans to the Trustee for the benefit of the Company Certificateholders and shall be marked appropriately to reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02[Certificate Insurer].

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, on (a) On the related Closing Date, does hereby Date the Unaffiliated Seller shall sell, transfer, assign, set over and convey or cause to be assigned, set over or conveyed, to the PurchaserDepositor, without recourse, recourse but subject to the terms of this Agreement, on a servicing retained basisAgreement and each of the Assignment and Recognition Agreements, all the right, title and interest of the Company in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the Cut-Off Date, after giving effect to scheduled principal payments due on the Cut-off Date, whether or not received (except for $88,740.18 in interest, which is being retained by the Unaffiliated Seller), the Insurance Policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the Cut-Off Date. Upon payment of the purchase price for such Mortgage Loans as provided in the related Mortgage Loan Package, and Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan Package. Pursuant to Section 2.032.03 of this Agreement, the Company Unaffiliated Seller shall deliver the Mortgage Loan Documents for each Mortgage Loan to the Custodian prior to the related Closing Date. The contents of each Mortgage File not delivered to the Custodian are have hereby, and shall be held in trust by deemed to have, or caused to have sold, transferred, assigned, set over and conveyed such Mortgage Loans, the Company for the benefit of the Purchaser as the owner thereof. The Company shall maintain a Servicing File consisting of a copy of the contents of Insurance Policies relating to each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related such Mortgage Loan, all right, title and interest in and to the proceeds of such retention Insurance Policies and possession by all of their rights under this Agreement with respect to the Company is in a custodial capacity only. Mortgage Loans from and after the Cut-Off Date. (b) Upon the sale of the such Mortgage Loans Loans, the ownership of each related Mortgage Note, the each related Mortgage and the contents of the related Mortgage File and Servicing File shall immediately vest immediately in the Purchaser, Depositor and the ownership of all related records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Company Unaffiliated Seller shall immediately vest immediately in the Purchaser Depositor. The contents of any Mortgage File in the possession of the Unaffiliated Seller at any time after such sale, and any principal and interest due on the Mortgage Loans after the Cut-Off Date and received by or on behalf of the Unaffiliated Seller (except for $88,740.18 in interest, which is being retained by the Unaffiliated Seller), shall be held in trust by the Unaffiliated Seller for the benefit of the Depositor as the owner thereof, and shall be retained and maintained promptly delivered by the Company, in trust, at Unaffiliated Seller to or upon the will order of the Purchaser Depositor. (c) Pursuant to the Pooling and only Servicing Agreement, the Depositor shall, on the Closing Date, assign all of its right, title and interest in such custodial capacity. Each Servicing File shall be segregated from and to the other books and records of the Company and shall be marked appropriately to reflect clearly the sale of applicable Mortgage Loans, the related Mortgage Loan Insurance Policies and any proceeds thereof and all of its rights under this Agreement to the Purchaser. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02Trust.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. (a) The Company, on simultaneously with the related Closing Dateexecution and delivery of the Reference Agreement and payment of the Purchase Price, does shall hereby sell, transfer, transfer and assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, on a servicing retained basis, Initial Owner the Ownership Interest comprising all the right, title and interest of the Company in and to the Mortgage Loans, including all interest at the applicable Mortgage Loan Remittance Rate and principal received on or with respect to the Mortgage Loans after the Cut-off Date defined in the applicable Reference Agreement (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date) on a servicing retained basis. (b) Record title to each Note and the related Mortgage as of the Closing Date shall be in the name of the Company, the Initial Owner or one or more designees of the Initial Owner, as the Initial Owner shall designate. Notwithstanding the foregoing, beneficial ownership of each Note and the related Mortgage shall be vested solely in the Initial Owner. All rights arising out of the Mortgage Loans including, but not limited to, all funds received by the Company after the Cut-off Date on or in connection with a Mortgage Loan Packageshall be vested in the Initial Owner or one or more designees of the Initial Owner; provided, however, that all such funds received on or in connection with a Mortgage Loan shall be received and held by the Company in trust for the benefit of the Owner as the owner of the Mortgage Loans pursuant to the terms of this Agreement. It is the express intention of the parties that the transactions contemplated by this Agreement be, and be construed as, a sale of the Mortgage Files Loans by the Company and all rights and obligations arising under not a pledge of the documents contained therein for Mortgage Loans by the Company to the Initial Owner to secure a debt or other obligation of the Company. Consequently, the sale of each Mortgage Loan in shall be reflected as a sale on the related Company's business records, tax returns and financial statements. (c) In connection with the Company's sale of the Mortgage Loan Package. Pursuant Loans to Section 2.03the Initial Owner pursuant to the Reference Agreement, the Company shall deliver to, and deposit with, the Custodian, as the duly appointed agent of the Owner for such purpose, the following original documents or instruments (or copies thereof as permitted by this Section) with respect to each Mortgage Loan so assigned: (i) The original Mortgage Note, endorsed in blank by the Company without recourse, and showing an unbroken chain of endorsements from the originator thereof to the Company or an original lost note affidavit from the related Seller or the Company stating that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the related Mortgage Note; (ii) The original Mortgage, noting the presence of the MIN of the Mortgage Loan Documents for each and language indicating that the Mortgage Loan is a MERS Loan if the Mortgage Loan is a MERS Loan, with evidence of recording indicated thereon or a copy of the Mortgage with evidence of recording indicated thereon; (iii) Unless the Mortgage Loan is registered on the MERS(R) System, an unrecorded original Assignment of Mortgage, in recordable form, from the Company in blank; (iv) The original recorded assignment or assignments of the Mortgage showing an unbroken chain of title from the originator thereof to the Company (or to MERS, if the Mortgage Loan is registered on the MERS(R) System and noting the presence of a MIN) with evidence of recordation noted thereon or attached thereto, or a copy of such assignment or assignments of the Mortgage with evidence of recording indicated thereon; (v) The original of each modification, assumption agreement or preferred loan agreement, if any, relating to such Mortgage Loan or a copy of each modification, assumption agreement or preferred loan agreement; (vi) The original of each guarantee executed in connection with the Mortgage Note, if any; and (vii) if the Mortgage Note, the Mortgage, any Assignment of Mortgage or any other related document has been signed by a Person on behalf of the Mortgagor, the original power of attorney or other instrument that authorized and empowered such Person to sign. The Company may, in lieu of delivery of the original of the documents set forth in Section 2.01(c)(ii) through (vi) (or copies thereof as permitted by Section 2.01(c)) to the Custodian, retain such documents and hold such documents in trust for the use and benefit of all present and future Owners until 30 days following the receipt of the original of all of the documents or instruments set forth in Section 2.01(c)(ii) through (vi) (or copies thereof as permitted by such Section) for any Mortgage Loan. At such time, the Company shall deliver a complete set of such documents to the Custodian prior as the duly appointed agent of the Owner. In the event that the Company has been notified by the Custodian that it has delivered to the Custodian any Mortgage Note endorsed in blank or Assignment of Mortgage in blank by a party other than the Company, the Company shall, or shall cause the Custodian to, complete the endorsement of the Mortgage Note and Assignment of Mortgage into the name of the Company and deliver an endorsement in blank by the Company and an Assignment of Mortgage from the Company in blank. (d) Notwithstanding the provisions of Section 2.01(c), in the event that in connection with any Mortgage Loan the Company cannot deliver the original of the Mortgage, any assignment, modification, assumption agreement or preferred loan agreement (or a copy thereof as permitted by Section 2.01(c)) with evidence of recording thereon concurrently with the execution and delivery of this Agreement because of (i) a delay caused by a public recording office where such Mortgage, assignment, modification, assumption agreement or preferred loan agreement as the case may be, has been delivered for recordation, or (ii) a delay in the receipt of certain information necessary to prepare the related assignments, the Company shall deliver to the Custodian a certified copy of such Mortgage, assignment, modification, assumption agreement or preferred loan agreement. The Company shall promptly deliver to the Custodian such Mortgage, assignment, modification, assumption agreement or preferred loan agreement with evidence of recording indicated thereon in accordance with Section 2.01(c). (e) If the original or copy of any document submitted for recordation to the appropriate recording office is not delivered to the Initial Owner or its designee within 180 days following the related Closing Date due to a delay at the applicable recording office, the Company shall deliver to the Initial Owner an officer's written certification certifying that the delay in delivering the original recorded document to the Initial Owner is due to delays at the applicable recording office and that the Company shall deliver the original recorded documents no later than 270 days after the related Closing Date. The contents Company shall provide to each of the Initial Owner and the Custodian a notice containing a list of authorized servicing personnel (each, an "Authorized Representative") for the purpose of giving and receiving notices, requests and instructions and delivering certificates and documents in connection with this Agreement. Such notice shall contain the specimen signature for each Authorized Representative. From time to time, the Company may, by delivering to the others a revised notice, change the information previously given pursuant to this Section, but each of the parties hereto shall be entitled to rely conclusively on the then current notice until receipt of a superseding notice. The Custodian shall certify its receipt of all such Mortgage File Loan Documents required to be delivered pursuant to this Agreement for the related Closing Date, as evidenced by the Trust Receipt and Initial Certification of the Custodian in the form annexed to the Custodial Agreement. The Company shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with this Agreement within two weeks of their execution, provided, however, that the Company shall provide the Custodian with a certified true copy of any such document submitted for recordation within two weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within one year of its submission for recordation. In connection with the assignment of any Mortgage Loan registered on the MERS(R) System, the Company further agrees that it will, at the Owner's request and sole cost and expense, cause the MERS(R) System to indicate that such Mortgage Loans have been assigned by the Company to the Owner by including (or, if applicable, deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files the code in the field "Pool Field" which identifies the series in which such loans were sold. The Company further agrees that it will not alter the code referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement. (f) Any documents required to be delivered to the Custodian by the Company pursuant to this Section 2.01 which are in the possession or control of the Company or a Subservicer and which are not delivered to the Custodian or are requested from the Custodian in connection with the servicing of the Mortgage Loans are and shall be held by the Company, either directly or through the related Subservicer, in trust by the Company for the benefit of the Purchaser Owner. The sale of each Mortgage Loan shall be reflected on the Company's balance sheet and other financial statements as a sale of assets by the owner thereofCompany. The Company shall be responsible for maintaining, and shall maintain a Servicing File consisting of a copy of the contents of records for each Mortgage File and the originals of the documents in each Mortgage File not delivered Loan which shall be clearly marked to the Custodian. The possession of each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. Upon the sale of the Mortgage Loans reflect the ownership of each Mortgage Note, the related Mortgage and the related Mortgage File and Servicing File shall vest immediately 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 Company shall vest immediately in the Purchaser and shall be retained and maintained by the Company, in trust, at the will of the Purchaser and only in such custodial capacity. Each Servicing File shall be segregated from the other books and records of the Company and shall be marked appropriately to reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02Owner.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, on On the related Closing Date, does hereby the Unaffiliated Seller shall sell, transfer, assign, set over and convey to the PurchaserDepositor, without recourse, recourse but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the applicable Mortgage Loans, the insurance policies relating to each such Mortgage Loan and all right, title and interest in and to the proceeds of such insurance policies from and after the Closing Date until such time as such Mortgage Loan is repurchased hereunder, if ever. Upon payment of the purchase price for such Mortgage Loans as provided in Section 2.02 of this Agreement, the related Unaffiliated Seller shall have hereby, and shall be deemed to have, sold, transferred, assigned, set over and conveyed such Mortgage Loans, the insurance policies relating to each such Mortgage Loan Package, and Mortgage Files and all rights right, title and obligations arising under interest in and to the documents contained therein for each proceeds of such insurance policies from and after the Closing Date until such time as such Mortgage Loan in is repurchased hereunder, if ever, to the related Mortgage Loan PackageDepositor. Pursuant to Section 2.03, The Unaffiliated Seller's accounting and other records shall accurately reflect the Company shall deliver the Mortgage Loan Documents for sale of each Mortgage Loan to the Custodian prior to the related Closing Date. The contents of each Mortgage File not delivered to the Custodian are and shall be held in trust by the Company for the benefit of the Purchaser as the owner thereof. The 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 each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity onlyDepositor. Upon the sale of the such Mortgage Loans Loans, the ownership of each related Mortgage Note, the each related Mortgage and the contents of the related Mortgage File and Servicing File shall immediately vest immediately in the Purchaser, Depositor and the ownership of all related records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Company Unaffiliated Seller shall immediately vest immediately in the Purchaser Depositor. The contents of any Mortgage File in the possession of the Unaffiliated Seller at any time after such sale, and any payments of principal received on the Mortgage Loans after the Cut-Off Date or interest accruing on the Mortgage Loans after the Due Date preceding the Cut-Off Date and received by the Unaffiliated Seller, shall be held in trust by the Unaffiliated Seller for the benefit of the Depositor as the owner thereof, and shall be retained and maintained promptly delivered by the Company, in trust, at Unaffiliated Seller to or upon the will order of the Purchaser and only in such custodial capacityDepositor. Each Servicing File shall be segregated from the other books and records of the Company and shall be marked appropriately to reflect clearly the sale of the related Mortgage Loan Pursuant to the Purchaser. The Company shall release Pooling and Servicing Agreement, the Depositor shall, on the Closing Date, assign all of its custody of the contents of any Servicing File only right, title and interest in accordance with written instructions from the Purchaser, unless such release is required as incidental and to the Company's servicing of the Mortgage Loans or is in connection with a repurchase to the Trustee for the benefit of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02the Certificateholders and the Certificate Insurer.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, (a) On the Closing Date and on the related Closing each Subsequent Transfer Date, does hereby the Originators shall sell, transfer, assign, set over and convey to the PurchaserUnaffiliated Seller, without recourse, but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the related Cut-Off Date, the insurance policies relating to each such Mortgage Loan and all right, title and interest in and to the proceeds of such insurance policies from and after the Closing Date and the Unaffiliated Seller shall sell, transfer, assign, set over and convey to the Depositor, without recourse but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the related Cut-Off Date, the Insurance Policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the Closing Date or the Subsequent Transfer Date, as applicable. Upon payment of the purchase price for such Mortgage Loans as provided in the related Mortgage Loan Package, and Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan Package. Pursuant to Section 2.032.03 of this Agreement, the Company Originators and the Unaffiliated Seller shall deliver the Mortgage Loan Documents for each Mortgage Loan to the Custodian prior to the related Closing Date. The contents of each Mortgage File not delivered to the Custodian are have hereby, and shall be held in trust by the Company for the benefit of the Purchaser as the owner thereof. The Company shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File deemed to have, sold, transferred, assigned, set over and the originals of the documents in each Mortgage File not delivered conveyed to the Custodian. The possession of Depositor such Mortgage Loans, the Insurance Policies relating to each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related such Mortgage Loan, all right, title and interest in and to the proceeds of such retention Insurance Policies and possession by all of its rights under this Agreement with respect to the Company is in a custodial capacity only. Mortgage Loans from and after the Closing Date or the Subsequent Transfer Date, as applicable. (b) Upon the sale of the such Mortgage Loans Loans, the ownership of each related Mortgage Note, the each related Mortgage and the contents of the related Mortgage File and Servicing File shall immediately vest immediately in the Purchaser, Depositor and the ownership of all related records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Company Originators or the Unaffiliated Seller shall immediately vest immediately in the Purchaser Depositor. The contents of any Indenture Trustee's Mortgage File in the possession of the Originators or the Unaffiliated Seller at any time after such sale, and any principal collected and interest due on the Mortgage Loans after the related Cut-Off Date and received by the Originators or the Unaffiliated Seller, shall be held in trust by the Originators or the Unaffiliated Seller for the benefit of the Depositor as the owner thereof, and shall be retained and maintained promptly delivered by the Company, in trust, at Originators or the will Unaffiliated Seller to or upon the order of the Purchaser Depositor. (c) Pursuant to the Sale and only Servicing Agreement, the Depositor shall, on the Closing Date, assign all of its right, title and interest in such custodial capacityand to the Initial Mortgage Loans to the Trust. Each Servicing File shall be segregated from Pursuant to the other books Indenture, the Trust shall, on the Closing Date, pledge all of its right, title and records interest in and to the Initial Mortgage Loans to the Indenture Trustee, for the benefit of the Company Noteholders and shall be marked appropriately to reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02Note Insurer.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, on (a) On the related Closing Date, does hereby Date the Unaffiliated Seller shall sell, transfer, assign, set over and convey or cause to be assigned, set over or conveyed, to the PurchaserDepositor, without recourse, recourse but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the Cut-Off Date (except for $135,810.00 in interest, which is being retained by the Unaffiliated Seller), the Insurance Policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the Cut-Off Date. Upon payment of the purchase price for such Mortgage Loans as provided in the related Mortgage Loan Package, and Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan Package. Pursuant to Section 2.032.03 of this Agreement, the Company Unaffiliated Seller shall deliver the Mortgage Loan Documents for each Mortgage Loan to the Custodian prior to the related Closing Date. The contents of each Mortgage File not delivered to the Custodian are have hereby, and shall be held in trust by deemed to have, or caused to have sold, transferred, assigned, set over and conveyed such Mortgage Loans, the Company for the benefit of the Purchaser as the owner thereof. The Company shall maintain a Servicing File consisting of a copy of the contents of Insurance Policies relating to each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related such Mortgage Loan, all right, title and interest in and to the proceeds of such retention Insurance Policies and possession by all of their rights under this Agreement with respect to the Company is in a custodial capacity only. Mortgage Loans from and after the Cut-Off Date. (b) Upon the sale of the such Mortgage Loans Loans, the ownership of each related Mortgage Note, the each related Mortgage and the contents of the related Mortgage File and Servicing File shall immediately vest immediately in the Purchaser, Depositor and the ownership of all related records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Company Unaffiliated Seller shall immediately vest immediately in the Purchaser Depositor. The contents of any Mortgage File in the possession of the Unaffiliated Seller at any time after such sale, and any principal collected and interest due on the Mortgage Loans after the Cut-Off Date and received by or on behalf of the Unaffiliated Seller (except for $135,810.00 in interest, which is being retained by the Unaffiliated Seller), shall be held in trust by the Unaffiliated Seller for the benefit of the Depositor as the owner thereof, and shall be retained and maintained promptly delivered by the Company, in trust, at Unaffiliated Seller to or upon the will order of the Purchaser Depositor. (c) Pursuant to the Pooling and only Servicing Agreement, the Depositor shall, on the Closing Date, assign all of its right, title and interest in such custodial capacity. Each Servicing File shall be segregated from and to the other books and records of the Company and shall be marked appropriately to reflect clearly the sale of applicable Mortgage Loans, the related Mortgage Loan Insurance Policies and any proceeds thereof and all of its rights under this Agreement to the Purchaser. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02Trust.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS DOCUMENTS Section 2.01 CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF CUSTODIAL MORTGAGE FILES; MAINTENANCE OF RETAINED MORTGAGE FILES AND SERVICING FILES. Pursuant to an Assignment and Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The CompanyAgreement, on the related Closing Date, does hereby the Company, simultaneously with the payment of the Purchase Price by the Purchaser, 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, on a servicing retained basis, all the right, title and interest of the Company in and to the Mortgage Loans in listed on the related respective Mortgage Loan PackageSchedule annexed to such Assignment and Conveyance Agreement, together with the Retained Mortgage Files and Custodial Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan Packagetherein. Pursuant to Section 2.03, the Company shall deliver the Custodial Mortgage Loan Documents File for each Mortgage Loan comprising the related Loan Package to the Custodian prior to the related Closing DateCustodian. The contents of each Retained Mortgage File not delivered to the Custodian are and shall be held in trust by the Company for the benefit of the Purchaser as the owner thereof. The Company shall maintain a Servicing File consisting of a copy of the contents of each Custodial Mortgage File and the originals of the documents in each Retained Mortgage File not delivered to the Custodian. The possession of each Retained Mortgage File and Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. Upon the sale of the Mortgage Loans the ownership of each Mortgage Note, the related Mortgage and the related Custodial Mortgage File and Servicing File shall vest immediately 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 Company shall vest immediately in the Purchaser and shall be retained and maintained by the Company, in trust, at the will of the Purchaser and only in such custodial capacity. Each Servicing File shall be segregated from the other books and records of the Company and shall be marked appropriately to reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, 3.03 or 6.02. All such costs associated with the release, transfer and re-delivery to the Company shall be the responsibility of the Purchaser other than any related recording costs (especially in instances of breach). In addition, in connection with the assignment of any MERS Mortgage Loan, the Company agrees that it will cause, the MERS(R) System to indicate that such Mortgage Loans have been assigned by the Company to the Purchaser in accordance with this Agreement by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files the information required by the MERS(R) System to identify the Purchaser as beneficial owner of such Mortgage Loans.

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. The Company, on the related Closing Date, does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the Mortgage Loans in the related Mortgage Loan Package, and Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan Package. Pursuant to Section 2.032.03 below, the Company shall deliver Servicer has delivered the Custodial Mortgage Loan Documents for each Mortgage Loan File to the Custodian prior to Custodian. From and after each Servicing Date, the related Closing Date. The contents of each Retained Mortgage File not delivered to the Custodian are and shall be held in trust by the Company Servicer for the benefit of the Purchaser Owner as the owner thereof. The Company Servicer shall maintain a Servicing File consisting of a copy of the contents of each of the Custodial Mortgage File and the originals of the documents in each Retained Mortgage File not delivered to the CustodianFile. The possession of each Servicing File and Retained Mortgage File held by the Company Servicer is at the will of the Purchaser Owner for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company Servicer is in a custodial capacity only. Upon the sale of the Mortgage Loans the The ownership of each Mortgage Note, the related Mortgage and the related Custodial Mortgage File, Retained Mortgage File and Servicing File shall vest immediately are vested in the PurchaserOwner, 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 Company Servicer shall vest immediately in the Purchaser Owner and shall be retained and maintained by the CompanyServicer, in trust, at the will of the Purchaser Owner and only in such custodial capacity. Each Servicing File shall be segregated from the other books and records of the Company and shall be marked appropriately to reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company Servicer shall release its custody of the contents of any Servicing File and Retained Mortgage File only in accordance with written instructions from the PurchaserOwner, unless such release is required as incidental to the CompanyServicer's servicing of the Mortgage Loans Loans, in the case of the Servicing File, or is in connection with a repurchase of any Mortgage Loan. All such costs associated with the release, transfer and re-delivery of any Custodial Mortgage Files, Retained Mortgage Files and Servicing Files between the parties shall be the responsibility of the party in possession of such file or files. In addition, in connection with the assignment of any MERS Mortgage Loan, the Servicer agrees that it will cause the MERS System to indicate that such Mortgage Loan pursuant has been assigned by the Seller, with respect to Section 3.03, 3.06an Owner Mortgage Loan, or 6.02assigned by the prior owner, with respect to any Purchased Mortgage Loan, the Owner in accordance with this Agreement by including (or deleting, in the case of a repurchased Mortgage Loan) in such computer files the information required by the MERS System to identify the Owner as the beneficial owner of such Mortgage Loan.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, (a) On the Closing Date and on the related Closing each Subsequent Transfer Date, does hereby the Originators shall sell, transfer, assign, set over and convey to the PurchaserDepositor, without recourse, but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the related Cut-Off Date, the Insurance Policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans in from and after the related Cut-Off Date or the Subsequent Cut-Off Date, as applicable. Upon payment of the purchase price for such Mortgage Loan Package, and Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan Loans as provided in the related Mortgage Loan Package. Pursuant to Section 2.032.03 of this Agreement, the Company Originators shall deliver the Mortgage Loan Documents for each Mortgage Loan to the Custodian prior to the related Closing Date. The contents of each Mortgage File not delivered to the Custodian are have hereby, and shall be held in trust by the Company for the benefit of the Purchaser as the owner thereof. The Company shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File deemed to have, sold, transferred, assigned, set over and the originals of the documents in each Mortgage File not delivered conveyed to the Custodian. The possession of Depositor such Mortgage Loans, the Insurance Policies relating to each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related such Mortgage Loan, all right, title and interest in and to the proceeds of such retention Insurance Policies and possession by all of its rights under this Agreement with respect to the Company is in a custodial capacity only. Mortgage Loans from and after the related Cut-Off Date or the Subsequent Cut-Off Date, as applicable. (b) Upon the sale of the such Mortgage Loans Loans, the ownership of each related Mortgage Note, the each related Mortgage and the contents of the related Mortgage File and Servicing File shall immediately vest immediately in the Purchaser, Depositor and the ownership of all related records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Company Originators shall immediately vest immediately in the Purchaser Depositor. The contents of any Indenture Trustee's Mortgage File in the possession of the Originators at any time after such sale, and any principal collected and interest due on the Mortgage Loans after the related Cut-Off Date and received by the Originators, shall be held in trust by the Originators for the benefit of the Depositor as the owner thereof, and shall be retained and maintained promptly delivered by the Company, in trust, at Originators to or upon the will order of the Purchaser Depositor. (c) Pursuant to the Sale and only Servicing Agreement, the Depositor shall, on the Closing Date, assign all of its right, title and interest in such custodial capacityand to the Initial Mortgage Loans to the Trust. Each Servicing File shall be segregated from Pursuant to the other books Indenture, the Trust shall, on the Closing Date, pledge all of its right, title and records interest in and to the Initial Mortgage Loans to the Indenture Trustee, for the benefit of the Company Noteholders and shall be marked appropriately to reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02Note Insurer.

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. The CompanyOn each Closing Date, on the Seller, simultaneously with the execution and delivery of the related Closing DateAcknowledgment 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, on a servicing retained basis, all the right, title and interest of the Company Seller in and to the Mortgage Loans included in the related Mortgage Loan Package, and 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. Pursuant to Section 2.03, the Company shall deliver the Mortgage Loan Documents for each Mortgage Loan Package to the Custodian prior to the related Closing DatePurchaser or its designee. The contents of each Mortgage File and Servicing File not delivered to the Custodian Purchaser are and shall be held in trust by the Company Seller for the benefit of the Purchaser as the owner thereof. The Company Seller 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 Seller's possession of each any portion of the 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 Company is Seller shall be in a custodial capacity only. Upon the sale of the Mortgage Loans the The ownership of each Mortgage Note, the related Mortgage and the related contents of the Mortgage File and Servicing File shall vest immediately 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 Company Seller shall immediately vest immediately in the Purchaser and shall be retained and maintained by the CompanySeller, in trust, at the will of the Purchaser and only in such custodial capacitycapacity only. Each The Servicing File retained by the Seller shall be segregated from the other books and records of the Company Seller and shall be appropriately marked appropriately to clearly reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company Seller 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 CompanySeller's servicing of the Mortgage Loans pursuant hereto or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02hereto.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance (a) On the Closing Date and on any Subsequent Transfer Date, the Originators shall sell, transfer, assign, set over and convey, or cause to be assigned, set over or conveyed, to the Unaffiliated Seller, without recourse but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, on including all principal outstanding as of, and all interest due and accruing after, the related Closing Cut-Off Date, does hereby the Insurance Policies relating to each such Mortgage Loan and all right, title and interest in and to the proceeds of such Insurance Policies from and after the Initial Cut-Off Date or the Subsequent Cut-Off Date, as applicable, and the Unaffiliated Seller shall sell, transfer, assign, set over and convey or cause to be assigned, set over or conveyed, to the PurchaserDepositor, without recourse, recourse but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the related Cut-Off Date, the Insurance Policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the Initial Cut-Off Date or the Subsequent Cut-Off Date, as applicable. Upon payment of the purchase price for such Mortgage Loans as provided in the related Mortgage Loan Package, and Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan Package. Pursuant to Section 2.032.03 of this Agreement, the Company Originators and the Unaffiliated Seller shall deliver the Mortgage Loan Documents for each Mortgage Loan to the Custodian prior to the related Closing Date. The contents of each Mortgage File not delivered to the Custodian are have hereby, and shall be held in trust by deemed to have, or caused to have sold, transferred, assigned, set over and conveyed such Mortgage Loans, the Company for the benefit of the Purchaser as the owner thereof. The Company shall maintain a Servicing File consisting of a copy of the contents of Insurance Policies relating to each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related such Mortgage Loan, all right, title and interest in and to the proceeds of such retention Insurance Policies and possession by all of their rights under this Agreement with respect to the Company is in a custodial capacity only. Mortgage Loans from and after the Initial Cut-Off Date or the Subsequent Cut-Off Date, as applicable. (b) Upon the sale of the such Mortgage Loans Loans, the ownership of each related Mortgage Note, the each related Mortgage and the contents of the related Mortgage File and Servicing File shall immediately vest immediately in the Purchaser, Depositor and the ownership of all related records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Company Originators or the Unaffiliated Seller shall immediately vest immediately in the Purchaser Depositor. The contents of any Mortgage File in the possession of the Originators or the Unaffiliated Seller at any time after such sale, and any principal collected and interest due on the Mortgage Loans after the related Cut-Off Date and received by the Originators or the Unaffiliated Seller, shall be held in trust by the Originators or the Unaffiliated Seller for the benefit of the Depositor as the owner thereof, and shall be retained and maintained promptly delivered by the Company, in trust, at Originators or the will Unaffiliated Seller to or upon the order of the Purchaser Depositor. (c) Pursuant to the Pooling and only Servicing Agreement, the Depositor shall, on the Closing Date, assign all of its right, title and interest in such custodial capacity. Each Servicing File shall be segregated from and to the other books Initial Mortgage Loans, the related Insurance Policies and records any proceeds thereof and all of its rights under this Agreement to the Trustee for the benefit of the Company Certificateholders and shall be marked appropriately to reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02Certificate Insurer.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance On the related Closing Date with respect to each Group of Mortgage Loans; Possession , the Seller, simultaneously with the payment of Mortgage Files; Maintenance of Servicing Files. The Company, on the related Closing DatePurchase Price as defined in the Purchase Price and Terms Letter, does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, on a servicing retained basis, all the rightrights, title and interest of the Company Seller in and to the Mortgage Loans in such Group together with the related Mortgage Loan Package, Servicing Rights and Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan Packagetherein. Pursuant to Section 2.032(c) hereof, the Company shall deliver the Mortgage Loan Documents for Seller has delivered each Mortgage Loan File to the Custodian prior to the related Closing DatePurchaser or its designee. The contents of each Servicing File required to be retained by the Seller or its designee to service the Mortgage File Loans pursuant to the Interim Servicing Agreement and thus not delivered to the Custodian Purchaser are and shall be held in trust by the Company Seller or its designee for the benefit of the Purchaser as the owner thereof. The Company shall maintain a Seller’s or its designee’s possession of any portion of the 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 each Servicing File by the Company is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage LoanLoan pursuant to the Interim Servicing Agreement, and such retention and possession by the Company is Seller or its designee shall be in a custodial capacity only. Upon the sale of the Mortgage Loans the The ownership of each Mortgage Note, the related Mortgage Mortgage, and the related contents of the Mortgage File and Servicing File shall vest immediately is vested 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 Company Seller or its designee shall immediately vest immediately in the Purchaser and shall be retained and maintained by the Companymaintained, in trust, by the Seller or its designee at the will of the Purchaser and only in such custodial capacitycapacity only. Each The Servicing File retained by the Seller or its designee pursuant to the Interim Servicing Agreement shall be segregated from the other books and records of the Company Seller or its designee and shall be appropriately marked appropriately to clearly reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company Seller or its designee shall release from its custody of the contents of any Servicing File retained by it only in accordance with written instructions from the PurchaserInterim Servicing Agreement, unless except when such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any such Mortgage Loan pursuant to Section 3.03, 3.06, or 6.028.

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. The On each Closing Date, the Company, on simultaneously with the execution and delivery of the related Closing DateAcknowledgment 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, on a servicing retained basis, all the right, title and interest of the Company in and to the Mortgage Loans included in the related Mortgage Loan Package, and together with Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan PackageLoan. Pursuant to Section 2.032.03 hereof, on or prior to each Closing Date, the Company shall deliver the Mortgage Loan Documents File for each Mortgage Loan included in the related Mortgage Loan Package to the Custodian prior to the related Closing DatePurchaser or its designee. The contents of each Mortgage Servicing File not delivered to the Custodian are and shall be held in trust by the Company for the benefit of the Purchaser as the owner thereof. The 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 each any portion of the 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 Company is in a custodial capacity only. Upon the sale of the Mortgage Loans the ownership of each Mortgage Note, the related Mortgage and the related Mortgage File and Servicing File shall vest immediately 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 Company shall vest immediately in the Purchaser and shall be retained and maintained by the Company, in trust, at the will of the Purchaser and only in such custodial capacity. Each Servicing File shall be segregated from the other books and records of the Company and shall be appropriately marked appropriately to clearly reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02hereto.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, on simultaneously with the related Closing Dateexecution and delivery of this Agreement, does hereby sell, transfer, assign, set over and convey to the PurchaserOwner, without recourse, but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the Mortgage Loans, including all interest and principal received by the Company on or with respect to the Mortgage Loans in after the related Cut-off Date (other than payments of principal and interest due on the Mortgage Loan Package, and Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in Loans on or before the related Mortgage Loan PackageCut-off Date). Pursuant to Section 2.032.03 hereof, the Company shall deliver the Mortgage Loan Documents for has delivered a portion of each Mortgage Loan File to the Custodian prior to the related Closing DateCustodian. The contents of each Mortgage File not delivered to the Custodian are and shall be held in trust by the Company for the benefit of the Purchaser Owner as the owner thereof. The Company shall maintain a Servicing File consisting of a copy thereof and the Company's possession of the contents portion of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of each Servicing File by the Company so retained is at the will of the Purchaser Owner for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. Upon On the sale of the Mortgage Loans related Closing Date, the ownership of each Mortgage Note, the related Mortgage and the each related Mortgage File and Servicing File shall vest immediately is vested in the Purchaser, Owner and the ownership of all records and documents with respect to the each related Mortgage Loan prepared by or which come into the possession of the Company shall immediately vest immediately in the Purchaser Owner and shall be retained and maintained by the Companymaintained, in trust, by the Company at the will of the Purchaser and only Owner in such custodial capacitycapacity only. Each Servicing The Mortgage File may be retained in microfilm, microfiche, optical storage or magnetic media in lieu of hard copy. The Company shall be segregated from the other books and maintain records of the Company and shall be marked appropriately to reflect clearly (i) confirming the sale of the related Mortgage Loan to the PurchaserOwner and (ii) confirming the Owner's ownership interest in the Mortgage File. The Company shall release from its custody of the contents of any Servicing Mortgage File only in accordance with written instructions from the PurchaserOwner, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or the removal of any Mortgage Loan or related REO Property from the terms of this Agreement pursuant to Section 3.03, 3.06, or 6.023.03 such written instructions shall not be required.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, on On the related Closing Date, Company, simultaneously with the payment of the related Purchase Price, does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, on a servicing retained basis, all the rightrights, title and interest of the Company in and to the Mortgage Loans in (including the Servicing Rights thereon) listed on the related Mortgage Loan PackageSchedule attached to the related Term Sheet, and together with the related Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan Packagetherein. Pursuant to Section 2.03Subsection 6.03 of the Agreement, the Company shall deliver to the Purchaser (or upon Purchaser's request, its designee) the Mortgage Loan Documents for Documents. The contents of each related Mortgage Loan File required to be retained by the Company to interim service the Mortgage Loans pursuant to the Custodian Agreement and the related Term Sheet and thus not delivered to the Purchaser prior to the related Closing Date. The contents of each Mortgage File not delivered to the Custodian are Date are, and shall be be, held in trust by the Company for the benefit of the Purchaser as the owner thereof. The Company shall maintain a Servicing File consisting Company's possession of a copy of the contents any portion of each such Mortgage File and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of each Servicing File by the Company is at the will of the Purchaser for the sole purpose of facilitating interim servicing of the related Mortgage LoanLoan pursuant to the Agreement and the related Term Sheet, and such retention and possession by the Company is shall be in a custodial capacity only. Upon the sale of the Mortgage Loans the The ownership of each Mortgage Note, the related Mortgage Mortgage, and the related contents of the Mortgage File and Servicing File shall vest immediately is vested in the Purchaser, Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan and Servicing Rights prepared by or which come into the possession of the Company shall immediately vest immediately in the Purchaser and shall be retained and maintained by the Companymaintained, in trust, by the Company at the will of the Purchaser and only in such custodial capacitycapacity only. Each Servicing The Mortgage File retained by the Company with respect to each Mortgage Loan pursuant to this Agreement and the related Term Sheet shall be segregated from appropriately identified in the other books and records of the Company and shall be marked appropriately Company's computer system to reflect clearly the sale of the such related Mortgage Loan to the Purchaser. The Company shall release from its custody of the contents of any Servicing Mortgage File retained by it only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02this Agreement.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance (a) On the Closing Date the Originators shall sell, transfer, assign, set over and convey, or cause to be assigned, set over or conveyed, to the Unaffiliated Seller, without recourse but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, on including all principal outstanding as of, and all interest due and accruing after, the related Closing Cut-Off Date, does hereby the Insurance Policies relating to each such Mortgage Loan and all right, title and interest in and to the proceeds of such Insurance Policies from and after the Cut-Off Date and the Unaffiliated Seller shall sell, transfer, assign, set over and convey or cause to be assigned, set over or conveyed, to the PurchaserDepositor, without recourse, recourse but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the Cut-Off Date, the Insurance Policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the Cut-Off Date. Upon payment of the purchase price for such Mortgage Loans as provided in the related Mortgage Loan Package, and Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan Package. Pursuant to Section 2.032.03 of this Agreement, the Company Originators and the Unaffiliated Seller shall deliver the Mortgage Loan Documents for each Mortgage Loan to the Custodian prior to the related Closing Date. The contents of each Mortgage File not delivered to the Custodian are have hereby, and shall be held in trust by deemed to have, or caused to have sold, transferred, assigned, set over and conveyed such Mortgage Loans, the Company for the benefit of the Purchaser as the owner thereof. The Company shall maintain a Servicing File consisting of a copy of the contents of Insurance Policies relating to each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related such Mortgage Loan, all right, title and interest in and to the proceeds of such retention Insurance Policies and possession by all of their rights under this Agreement with respect to the Company is in a custodial capacity only. Mortgage Loans from and after the Cut-Off Date. (b) Upon the sale of the such Mortgage Loans Loans, the ownership of each related Mortgage Note, the each related Mortgage and the contents of the related Mortgage File and Servicing File shall immediately vest immediately in the Purchaser, Depositor and the ownership of all related records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Company Originators or the Unaffiliated Seller shall immediately vest immediately in the Purchaser Depositor. The contents of any Mortgage File in the possession of the Originators or the Unaffiliated Seller at any time after such sale, and any principal collected and interest due on the Mortgage Loans after the Cut-Off Date and received by the Originators or the Unaffiliated Seller, shall be held in trust by the Originators or the Unaffiliated Seller for the benefit of the Depositor as the owner thereof, and shall be retained and maintained promptly delivered by the Company, in trust, at Originators or the will Unaffiliated Seller to or upon the order of the Purchaser Depositor. (c) Pursuant to the Sale and only Servicing Agreement, the Depositor shall, on the Closing Date, assign all of its right, title and interest in such custodial capacity. Each Servicing File shall be segregated from and to the other books and records of the Company and shall be marked appropriately to reflect clearly the sale of applicable Mortgage Loans, the related Mortgage Loan Insurance Policies and any proceeds thereof and all of its rights under this Agreement to the PurchaserTrust. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental Pursuant to the Company's servicing Indenture, the Trust shall, on the Closing Date, pledge all of its rights, title and interest in and to the Mortgage Loans or is in connection with a repurchase to the Indenture Trustee for the benefit of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02the Noteholders and the Note Insurer.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, on (a) On the related Closing Date, does hereby Date the Originators shall sell, transfer, assign, set over and convey to the PurchaserUnaffiliated Seller, without recourse, recourse but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due and accruing after, the Cut-Off Date, the Insurance Policies relating to each such Mortgage Loan and all right, title and interest in and to the proceeds of such Insurance Policies from and after the Cut-Off Date and the Unaffiliated Seller shall sell, transfer, assign, set over and convey to the Depositor, without recourse but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the Cut-Off Date, the Insurance Policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the Cut-Off Date. Upon payment of the purchase price for such Mortgage Loans as provided in the related Mortgage Loan Package, and Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan Package. Pursuant to Section 2.032.03 of this Agreement, the Company Originators and the Unaffiliated Seller shall deliver the Mortgage Loan Documents for each Mortgage Loan to the Custodian prior to the related Closing Date. The contents of each Mortgage File not delivered to the Custodian are have hereby, and shall be held in trust by deemed to have, sold, transferred, assigned, set over and conveyed such Mortgage Loans, the Company for the benefit of the Purchaser as the owner thereof. The Company shall maintain a Servicing File consisting of a copy of the contents of Insurance Policies relating to each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related such Mortgage Loan, all right, title and interest in and to the proceeds of such retention Insurance Policies and possession by all of its rights under this Agreement with respect to the Company is in a custodial capacity only. Mortgage Loans from and after the Cut-Off Date. (b) Upon the sale of the such Mortgage Loans Loans, the ownership of each related Mortgage Note, the each related Mortgage and the contents of the related Mortgage File and Servicing File shall immediately vest immediately in the Purchaser, Depositor and the ownership of all related records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Company Originators or the Unaffiliated Seller shall immediately vest immediately in the Purchaser Depositor. The contents of any Mortgage File in the possession of the Originators or the Unaffiliated Seller at any time after such sale, and any principal collected and interest due on the Mortgage Loans after the Cut-Off Date and received by the Originators or the Unaffiliated Seller, shall be held in trust by the Originators or the Unaffiliated Seller for the benefit of the Depositor as the owner thereof, and shall be retained and maintained promptly delivered by the Company, in trust, at Originators or the will Unaffiliated Seller to or upon the order of the Purchaser Depositor. (c) Pursuant to the Pooling and only Servicing Agreement, the Depositor shall, on the Closing Date, assign all of its right, title and interest in such custodial capacity. Each Servicing File shall be segregated from and to the other books applicable Mortgage Loans, the related insurance policies and records any proceeds whereof and all of its rights under this Agreement to the Trustee for the benefit of the Company Certificateholders and shall be marked appropriately to reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02Certificate Insurer.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, on On the related Closing Date, does the Originators, simultaneously with the payment of the related Purchase Price, do hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, on a servicing retained basis, all the rightrights, title and interest of the Company Originators in and to the Mortgage Loans in (including the Servicing Rights thereon) listed on the related Mortgage Loan PackageSchedule attached to the related Term Sheet, and together with the related Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan Packagetherein. Pursuant to Section 2.03Subsection 6.03 of the Agreement, the Company Originators shall deliver to the Purchaser (or, upon Purchaser's request, its designee) the Mortgage Loan Documents for Documents. The contents of each related Mortgage Loan File required to be retained by the Servicer to interim service the Mortgage Loans pursuant to the Custodian Agreement and the related Term Sheet and thus not delivered to the Purchaser prior to the related Closing Date. The contents of each Mortgage File not delivered to the Custodian are Date are, and shall be be, held in trust by the Company Servicer for the benefit of the Purchaser as the owner thereof. The Company shall maintain a Servicing File consisting Servicer's possession of a copy of the contents any portion of each such Mortgage File and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of each Servicing File by the Company is at the will of the Purchaser for the sole purpose of facilitating interim servicing of the related Mortgage LoanLoan pursuant to the Agreement and the related Term Sheet, and such retention and possession by the Company is Servicer shall be in a custodial capacity only. Upon the sale of the Mortgage Loans the The ownership of each Mortgage Note, the related Mortgage Mortgage, and the related contents of the Mortgage File and Servicing File shall vest immediately is vested in the Purchaser, Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan and Servicing Rights prepared by or which come into the possession of the Company Servicer shall immediately vest immediately in the Purchaser and shall be retained and maintained by the Companymaintained, in trust, by the Servicer at the will of the Purchaser and only in such custodial capacitycapacity only. Each Servicing The Mortgage File retained by the Servicer with respect to each Mortgage Loan pursuant to this Agreement and the related Term Sheet shall be segregated from appropriately identified in the other books and records of the Company and shall be marked appropriately Servicer's computer system to reflect clearly the sale of the such related Mortgage Loan to the Purchaser. The Company Servicer shall release from its custody of the contents of any Servicing Mortgage File retained by it only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02this Agreement.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance Seller, simultaneously with the execution and delivery of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, on the related Closing Datethis Agreement, does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company Seller in and to the Mortgage Loans in the related Mortgage Loan Package, and Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan Package. Pursuant to Section 2.03, the Company shall deliver the Mortgage Loan Documents for each Mortgage Loan to the Custodian prior to the related Closing DateLoans. The contents of each Mortgage File not delivered to the Custodian Purchaser are and shall be held in trust by the Company Seller for the benefit of the Purchaser as the owner thereofthereof and Seller's possession of the portion of each Mortgage File so retained is for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by Seller is in a custodial capacity only. The Company Seller 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 each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity onlyPurchaser. Upon the sale purchase of the Mortgage Loans Loans, the ownership of each Mortgage Note, the related Mortgage and the each related Mortgage File and Servicing File shall vest immediately is vested in the Purchaser, Purchaser and the ownership of all records and documents with respect to the each related Mortgage Loan prepared by or which come into the possession of the Company Seller shall immediately vest immediately in the Purchaser and shall be retained and maintained by the Companymaintained, in trust, at the will of the Purchaser and only by Seller in such custodial capacitycapacity only. Each Servicing The portion of each Mortgage File so retained shall be segregated from the other books and records of the Company and shall be appropriately marked appropriately to clearly reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company Seller shall release from its custody of the contents of any Servicing Mortgage File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the CompanySeller's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.026.03.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, (a) On the Closing Date and on the related Closing each Subsequent Transfer Date, does hereby the Originators shall sell, transfer, assign, set over and convey to the PurchaserUnaffiliated Seller, without recourse, recourse but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the Subsequent Cut-Off Date, the insurance policies relating to each such Mortgage Loan and all right, title and interest in and to the proceeds of such insurance policies from and after the Closing Date and the Unaffiliated Seller shall sell, transfer, assign, set over and convey to the Depositor, without recourse but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the Subsequent Cut-Off Date, the insurance policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such insurance policies and all of its rights under this Agreement with respect to the Mortgage Loans in from and after the related Mortgage Loan Package, and Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan Package. Pursuant to Section 2.03, the Company shall deliver the Mortgage Loan Documents for each Mortgage Loan to the Custodian prior to the related Closing Date. The contents Upon payment of each the purchase price for such Mortgage File not delivered to Loans as provided in Section 2.03 of this Agreement, the Custodian are Originators and the Unaffiliated Seller shall have hereby, and shall be held in trust by deemed to have, sold, transferred, assigned, set over and conveyed such Mortgage Loans, the Company for the benefit of the Purchaser as the owner thereof. The Company shall maintain a Servicing File consisting of a copy of the contents of insurance policies relating to each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related such Mortgage Loan, all right, title and interest in and to the proceeds of such retention insurance policies and possession by all of its rights under this Agreement with respect to the Company is in a custodial capacity only. Mortgage Loans from and after the Closing Date. (b) Upon the sale of the such Mortgage Loans Loans, the ownership of each related Mortgage Note, the each related Mortgage and the contents of the related Mortgage File and Servicing File shall immediately vest immediately in the Purchaser, Depositor and the ownership of all related records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Company Originators or the Unaffiliated Seller shall immediately vest immediately in the Purchaser Depositor. The contents of any Mortgage File in the possession of the Originators or the Unaffiliated Seller at any time after such sale, and any principal collected and interest due on the Mortgage Loans after the Cut-Off Date and received by the Originators or the Unaffiliated Seller, shall be held in trust by the Originators or the Unaffiliated Seller for the benefit of the Depositor as the owner thereof, and shall be retained and maintained promptly delivered by the Company, in trust, at Originators or the will Unaffiliated Seller to or upon the order of the Purchaser and only in such custodial capacity. Each Servicing File shall be segregated from the other books and records of the Company and shall be marked appropriately to reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02Depositor.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance (a) Effective as of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, on the related Closing Date, does the Seller hereby sellsells, transfertransfers, assignassigns, set sets over and convey conveys to the PurchaserDepositor, without recourse, recourse but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the Mortgage Loans in Loans, the related insurance policies relating to each such Mortgage Loan PackageLoan, if any, and Mortgage Files all right, title and interest in and to the proceeds of such insurance policies from and after the Closing Date together with all of its rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan Package. Pursuant to Section 2.03, the Company shall deliver the Mortgage Loan Documents for each Mortgage Loan to the Custodian prior to the related Closing Date. The contents of each Mortgage File not delivered to the Custodian are and shall be held in trust by the Company for the benefit of the Purchaser as the owner thereof. The 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 each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. Sale Agreement. (b) Upon the sale of the such Mortgage Loans Loans, the ownership of each related Mortgage Note, the each related Mortgage and the contents of the related Mortgage File and Servicing File shall immediately vest immediately in the Purchaser, Depositor and the ownership of all related records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Company Seller shall immediately vest immediately in the Purchaser Depositor. The contents of any Mortgage File in the possession of the Seller at any time after such sale, and any scheduled payments of principal and interest on the Mortgage Loans due after the Cut-Off Date and received by the Seller (excluding any interest on or prior to the Due Date immediately preceding the Cut-Off Date), shall be held in trust by the Seller for the benefit of the Depositor as the owner thereof, and shall be retained and maintained promptly delivered by the Company, in trust, at Seller to or upon the will order of the Purchaser Depositor. (c) Pursuant to the Pooling and only Servicing Agreement, the Depositor shall, on the Closing Date, irrevocably transfer, assign, set over and otherwise convey all of its right, title and interest in such custodial capacity. Each Servicing File shall be segregated from and to the other books applicable Mortgage Loans, all of its rights (exclusive of any of its obligations) under this Agreement, and records any rights arising under the Mortgage Loan Sale Agreement assigned to it to the Trustee for the benefit of the Company and shall be marked appropriately to reflect clearly Certificateholders, the sale holder of the related Mortgage Loan to Additional Certificate and the Purchaser. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02Certificate Insurer.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of The Seller agrees to sell and the Purchaser agrees to purchase, from time to time, those certain Mortgage Loans; Possession of Loans identified in a Mortgage Files; Maintenance of Servicing FilesLoan Schedule, at the price and on the terms set forth herein and in the related Purchase Price and Terms Letter. The CompanyPurchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement and the related Closing DatePurchase Price and Terms Letter. The Purchaser will purchase Mortgage Loan(s) from the Seller, does hereby on such Funding Dates as may be agreed upon by the Purchaser and the Seller. Each closing shall, at the Purchaser’s option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, the Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms of recourse except as set forth in this Agreement, on a servicing retained basisand the Purchaser will purchase, all of the right, title and interest of the Company Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. On the Funding Date and in accordance with the terms herein, the Purchaser will pay to the Seller, by wire transfer of immediately available funds, the Purchase Price, according to the instructions to be provided by the Seller. The Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to the Purchaser a Warranty Xxxx of Sale with respect to the Mortgage Loans in the related Mortgage Loan Packageform annexed hereto as Exhibit H. The Purchaser shall be entitled to all scheduled principal due after the Cut-off Date, and Mortgage Files all other recoveries of principal collected after the Cut-off Date and all rights and obligations arising under payments of interest on the documents contained therein for Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). The principal balance of each Mortgage Loan in as of the related Mortgage Loan PackageCut-off Date is 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 shall be the property of the Purchaser. The Seller shall hold any such prepaid amounts for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser. All scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller. Pursuant to Section 2.032.03 hereof, the Company Seller shall deliver the Mortgage Loan Documents for have delivered a portion of each Mortgage Loan File to the Custodian prior to the related Closing Funding Date. The contents of each Mortgage File not delivered to the Custodian are and shall be held in trust by the Company Seller for the benefit of the Purchaser as the owner thereof. The Company shall maintain a Servicing File consisting of a copy thereof and the Seller's possession of the contents portion of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of each Servicing File by the Company so retained is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company Seller is in a custodial capacity only. Upon On the sale of the Mortgage Loans Funding Date, the ownership of each Mortgage Note, the related Mortgage and the each related Mortgage File and Servicing File shall vest immediately is vested in the Purchaser, Purchaser and the ownership of all records and documents with respect to the each related Mortgage Loan prepared by or which come into the possession of the Company Seller shall immediately vest immediately in the Purchaser and shall be retained and maintained by the Companymain-tained, in trust, by the Seller at the will of the Purchaser and only in such custodial capacitycapacity only. Each Servicing The Mortgage File may be retained in microfilm, microfiche, optical storage or magnetic media in lieu of hard copy. The Seller shall be segregated from the other books and maintain records of the Company and shall be marked appropriately to reflect clearly (i) confirming the sale of the related Mortgage Loan to the Purchaser and (ii) confirming the Purchaser's ownership interest in the Mortgage File. The Company Seller shall release from its custody of the contents of any Servicing Mortgage File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the CompanySeller's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or the removal of any Mortgage Loan or related REO Property from the terms of this Agreement pursuant to Section 3.03, 3.06, or 6.02in which cases such written instructions shall not be required.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The On the Closing Date, the Company, on simultaneously with the related Closing Datepayment of the Purchase Price, does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, on a servicing retained basis, all the rightrights, title and interest of the Company in and to the Mortgage Loans in listed on the Mortgage Loan Schedule, together with the related Mortgage Loan Package, and Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan Package. Pursuant to Section 2.03, the Company shall deliver the Mortgage Loan Documents for each Mortgage Loan to the Custodian prior to the related Closing Date. The contents of each Mortgage File not delivered to the Custodian are and shall be held in trust by the Company for the benefit of the Purchaser as the owner thereoftherein. The 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 Purchaser or the Custodian. The Servicing File shall contain all documents necessary to service the Mortgage Loans. The possession of each Servicing File by the Company is at the will of the Purchaser Purchaser, for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. Upon From the sale of the Mortgage Loans Closing Date, the ownership of each Mortgage Loan, including the Mortgage Note, the related Mortgage and Mortgage, the contents of the related Mortgage File and Servicing File shall vest immediately all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and the ownership of all records and or documents with respect to the related Mortgage Loan Loans prepared by or which come into the possession of the Company shall vest immediately in the Purchaser be received and shall be retained and maintained held by the Company, Company in trust, at trust for the will benefit of the Purchaser and only in such custodial capacityas the owner of the Mortgage Loans. Each Servicing File Any portion of the Mortgage Files retained by the Company shall be segregated from appropriately identified in the other books and records Company’s computer system to clearly reflect the ownership of the Company and shall be marked appropriately to reflect clearly the sale of the related Mortgage Loan to Loans by the Purchaser. The Company shall release its custody of the contents of any Servicing File the Mortgage Files only in accordance with written instructions from of the Purchaser, unless except when (i) such release is required as incidental to the Company's ’s or the Master Servicer’s servicing of the Mortgage Loans or Loans, (ii) is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03this Agreement or (iii) such release is required by the Purchaser’s Underwriter in connection with a Pass-Through Transfer, 3.06, or 6.02such written instructions shall not be required.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, on On the related Closing Date, does hereby the Seller shall sell, transfer, assign, set over and convey to the PurchaserDepositor, without recourse, recourse but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the Mortgage Loans and the other assets relating thereto. Upon payment of the purchase price for such Mortgage Loans as provided in the related Mortgage Loan Package, and Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan Package. Pursuant to Section 2.032.02 of this Agreement, the Company Seller shall deliver the Mortgage Loan Documents for each Mortgage Loan to the Custodian prior to the related Closing Date. The contents of each Mortgage File not delivered to the Custodian are have hereby, and shall be held in trust by the Company for the benefit of the Purchaser as the owner thereof. The Company shall maintain a Servicing File consisting of a copy of the contents of each deemed to have, sold, transferred, assigned, set over and conveyed such Mortgage File Loans and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the other related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity onlyassets. Upon the sale of the such Mortgage Loans Loans, the ownership of each Mortgage related Note, the each related Mortgage and the contents of the related Mortgage File and Servicing Loan File shall immediately vest immediately in the Purchaser, Depositor and the ownership of all related records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Company Seller shall immediately vest immediately in the Purchaser Depositor. The contents of any Loan File in the possession of the Seller at any time after such sale, and any scheduled payments of principal and interest on the Mortgage Loans due after the Cut-Off Date and received by the Seller, shall be held in trust by the Seller for the benefit of the Depositor as the owner thereof, and shall be retained and maintained promptly delivered by the Company, in trust, at Seller to or upon the will order of the Purchaser Depositor. Pursuant to the Pooling and only Servicing Agreement, the Depositor shall, on the Closing Date, assign all of its right, title and interest in such custodial capacity. Each Servicing File shall be segregated from and to the Purchased Loans and the other books Purchased Assets and records the Seller's right to exercise the remedies created by Section 4 of the Company and shall be marked appropriately Loan Sale Agreement to reflect clearly the sale Trustee for the benefit of the related Mortgage Loan to the Purchaser. The Company shall release its custody Holders of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02Certificates.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, on On the related Closing Date, does the Unaffiliated Seller hereby sellsells, transfertransfers, assignassigns, set sets over and convey conveys to the PurchaserDepositor, without recourse, recourse but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to (i) the Mortgage Loans listed on the Schedule of Mortgage Loans, attached hereto as Schedule A (the "Purchased Loans"), (ii) the Loan Files with respect to the Purchased Loans, (iii) all of the Unaffiliated Seller's right, title and interest in the related Mortgage Loan PackageCollateral, including, without limitation, insurance policies and Mortgage Files (iv) all monies due or to become due and all rights and obligations arising under amounts received with respect thereto after the documents contained therein for each Mortgage Loan in the related Mortgage Loan Package. Pursuant to Section 2.03Cut-Off Date, including, without limitation, insurance policies (collectively, the Company "Purchased Assets"). Upon payment of the purchase price for such Mortgage Loans as provided in Section 2.02 of this Agreement, the Unaffiliated Seller shall deliver the Mortgage Loan Documents for each Mortgage Loan to the Custodian prior to the related Closing Date. The contents of each Mortgage File not delivered to the Custodian are have hereby, and shall be held in trust by deemed to have, sold, transferred, assigned, set over and conveyed such Purchased Loans and the Company for other Purchased Assets from and after the benefit of the Purchaser Closing Date until such time as the owner thereof. The Company shall maintain a Certificates are paid in full or such Mortgage Loan is repurchased under the related Pooling and 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 Agreement, if ever, to the Custodian. The possession of each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity onlyDepositor. Upon the sale of the such Mortgage Loans Loans, the ownership of each Mortgage related Note, the each related Mortgage and the contents of the related Mortgage File and Servicing Loan File shall immediately vest immediately in the Purchaser, Depositor and the ownership of all related records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Company Unaffiliated Seller shall immediately vest immediately in the Purchaser Depositor. The contents of any Loan File in the possession of the Unaffiliated Seller at any time after such sale, and any scheduled payments of principal and interest on the Mortgage Loans due after the Cut-Off Date and received by the Unaffiliated Seller, shall be held in trust by the Unaffiliated Seller for the benefit of the Depositor as the owner thereof, and shall be retained and maintained promptly delivered by the Company, in trust, at Unaffiliated Seller to or upon the will order of the Purchaser and only in such custodial capacityDepositor. Each Servicing File shall be segregated from It is the other books and records intention of the Company and shall be marked appropriately to reflect clearly parties hereto that the sale of conveyance by the related Mortgage Loan to the Purchaser. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's servicing Unaffiliated Seller of the Mortgage Loans to the Depositor shall constitute a purchase and sale of such Mortgage Loans and not a loan. In the event, however, that a court of competent jurisdiction were to hold that the transaction evidenced hereby constitutes a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that the Unaffiliated Seller shall be deemed to have granted to the Depositor, a first priority perfected security interest in all of the Unaffiliated Seller's right, title and interest in, to and under the Mortgage Loans. The conveyance by the Unaffiliated Seller of the Mortgage Loans to the Depositor shall not constitute and is not intended to result in an assumption by the Depositor any obligation of the Originators or is any other Person in connection with a repurchase the Depositor. Pursuant to the Pooling and Servicing Agreement, the Depositor shall, on the Closing Date, assign all of any Mortgage Loan pursuant its right, title and interest in and to Section 3.03, 3.06, or 6.02the Purchased Loans and the other Purchased Assets to the Trustee for the benefit of the Owners of the Certificates.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, (a) On the Closing Date and on the related Closing each Subsequent Transfer Date, does hereby the Originators shall sell, transfer, assign, set over and convey to the PurchaserUnaffiliated Seller, without recourse, recourse but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the applicable Mortgage Loans in Loans, the related insurance policies relating to each such Mortgage Loan Package, and Mortgage Files and all rights right, title and obligations arising under interest in and to the documents contained therein for proceeds of such insurance policies from and after the Closing Date and the Unaffiliated Seller shall sell, transfer, assign, set over and convey to the Depositor, without recourse but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans, the insurance policies relating to each such Mortgage Loan and all right, title and interest in the related Mortgage Loan Package. Pursuant to Section 2.03, the Company shall deliver the Mortgage Loan Documents for each Mortgage Loan and to the Custodian prior to proceeds of such insurance policies from and after the related Closing Date. The contents Upon payment of each the purchase price for such Mortgage File not delivered to Loans as provided in Section 2.03 of this Agreement, the Custodian are Originators and the Unaffiliated Seller shall have hereby, and shall be held deemed to have, sold, transferred, assigned, set over and conveyed such Mortgage Loans, the insurance policies relating to each such Mortgage Loan and all right, title and interest in trust by the Company for the benefit of the Purchaser as the owner thereof. The 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 proceeds of each Servicing File by such insurance policies from and after the Company is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. Closing Date. (b) Upon the sale of the such Mortgage Loans Loans, the ownership of each related Mortgage Note, the each related Mortgage and the contents of the related Mortgage File and Servicing File shall immediately vest immediately in the Purchaser, Depositor and the ownership of all related records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Company Originators or the Unaffiliated Seller shall immediately vest immediately in the Purchaser Depositor. The contents of any Mortgage File in the possession of the Originators or the Unaffiliated Seller at any time after such sale, and any scheduled payments of principal and interest on the Mortgage Loans due after the Cut-Off Date and received by the Originators or the Unaffiliated Seller, shall be held in trust by the Originators or the Unaffiliated Seller for the benefit of the Depositor as the owner thereof, and shall be retained and maintained promptly delivered by the Company, in trust, at Originators or the will Unaffiliated Seller to or upon the order of the Purchaser Depositor. (c) Pursuant to the Pooling and only Servicing Agreement, the Depositor shall, on the Closing Date, assign all of its right, title and interest in such custodial capacity. Each Servicing File shall be segregated from and to the other books and records applicable Mortgage Loans to the Trustee for the benefit of the Company Certificateholders and shall be marked appropriately to reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02Certificate Insurer.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, on On the related Closing Date, the Seller, simultaneously with the payment of the Purchase Price, does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, on a servicing retained basis, all the rightrights, title and interest of the Company Seller in and to the Mortgage Loans in listed on the Mortgage Loan Schedule, together with the related Mortgage Loan Package, and Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan Packagetherein. Pursuant to Section 2.03Subsection 6.03 of the Agreement, the Company Seller shall deliver to the Purchaser (or, upon Purchaser's request, its designee) the Mortgage Loan Documents for each Mortgage Loan to the Custodian prior to the related Closing DateDocuments. The contents of each related Mortgage File required to be retained by the Master Servicer to service the Mortgage Loans pursuant to the Agreement and thus not delivered to the Custodian are Purchaser prior to the Closing Date are, and shall be be, held in trust by the Company Seller for the benefit of the Purchaser as the owner thereof. The Company shall maintain a Servicing File consisting Seller's possession of a copy of the contents any portion of each such Mortgage File and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of each Servicing File by the Company is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage LoanLoan pursuant to the Agreement, and such retention and possession by the Company is Seller shall be in a custodial capacity only. Upon the sale of the Mortgage Loans the The ownership of each Mortgage NoteNote or Loan Agreement, the related Mortgage Mortgage, and the related contents of the Mortgage File and Servicing File shall vest immediately is vested 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 Company Seller shall immediately vest immediately in the Purchaser and shall be retained and maintained by the Companymaintained, in trust, by the Seller at the will of the Purchaser and only in such custodial capacitycapacity only. Each Servicing Any portion of the Mortgage File retained by the Seller with respect to each Mortgage Loan pursuant to this Agreement shall be segregated from appropriately identified in the other books and records of the Company and shall be marked appropriately Seller's computer system to reflect clearly the sale of the such related Mortgage Loan to the Purchaser. The Company Seller shall release from its custody of the contents of any Servicing Mortgage File retained by it only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02this Agreement.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, on the related Closing Date, Seller does hereby agree to sell, transfer, assign, set over and convey convey, from time to time, to the Purchaser, without recourse, but subject to the terms of this Agreement, on a servicing retained basis, (i) all the rightrights, title and interest of the Company Seller in and to the Mortgage Loans in the related Mortgage Loan Package, (ii) with respect to Servicing Released Mortgage Loans, the Servicing Rights with respect to such Mortgage Loans and (iii) the Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan Package. Pursuant to Section 2.032(c) hereof, the Company shall deliver Seller has delivered the Mortgage Loan Documents File for each Mortgage Loan in the related Mortgage Loan Package to the Custodian prior to the related Closing DatePurchaser. The contents of each Servicing File required to be retained by the related Servicer to service the Mortgage File Loans pursuant to the related Interim Servicing Agreement (with respect to Servicing Released Mortgage Loans) or the related Servicing Agreement (with respect to Servicing Retained Mortgage Loans) and thus not delivered to the Custodian Purchaser are and shall be held in trust by the Company related Servicer for the benefit of the Purchaser as the owner thereof. The Company shall maintain a related Servicer's possession of any portion of the 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 each Servicing File by the Company is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage LoanLoan pursuant to the related Interim Servicing Agreement or the related Servicing Agreement, as applicable, and such retention and possession by the Company is related Servicer shall be in a custodial capacity only. Upon the sale of the Mortgage Loans the The ownership of each Mortgage Note, the related Mortgage Mortgage, and the related contents of the Mortgage File and Servicing File shall vest immediately is vested 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 Company Seller or related Servicer shall immediately vest immediately in the Purchaser and shall be retained and maintained by the Companymaintained, in trust, by the Seller or the related Servicer at the will of the Purchaser and only in such custodial capacitycapacity only. Each The Servicing File retained by the related Servicer pursuant to the related Interim Servicing Agreement or the related Servicing Agreement, as applicable, shall be segregated from the other books and records of the Company related Servicer and shall be appropriately marked appropriately to clearly reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company related Servicer shall release from its custody of the contents of any Servicing File retained by it only in accordance with written instructions from the Purchaserrelated Interim Servicing Agreement or the related Servicing Agreement, unless as applicable, except when such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any such Mortgage Loan pursuant to Section 3.03, 3.06, or 6.028.

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. The Company, on simultaneously with the related Closing Dateexecution and delivery of this Agreement, does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the Mortgage Loans in (other than any amounts representing Retained Yield and Prepayment Penalties), including all interest and principal received on or with respect to the related Mortgage Loan Package, Loans (other than 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 each Mortgage Loan in the related Mortgage Loan PackageCut-off Date). Pursuant to Section 2.03, the Company shall deliver has delivered the Mortgage Loan Documents for each Mortgage Loan to the Custodian prior to the related Closing DateCustodian. The contents of each Mortgage Servicing File not delivered to the Custodian are and shall be held in trust by the Company for the benefit of the Purchaser as the owner thereof. The 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 each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. Upon the sale of the Mortgage Loans the ownership of each Mortgage Note, the related Mortgage and the related Mortgage File and Servicing File shall vest immediately 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 Company shall vest immediately in the Purchaser and shall be retained and maintained by the Company, in trust, at the will of the Purchaser and only in such custodial capacity. Each Servicing File shall be segregated from identified in the other books and Company's records of as being owned by the Company Purchaser and shall be marked appropriately to reflect clearly easily retrieved from other servicing files for mortgage loans which are not the sale of the related Mortgage Loan to the PurchaserLoans. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, 3.03 or 6.02.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified on the Mortgage Loan Schedule annexed to the related Assignment and Conveyance as Exhibit A. The Company, on simultaneously with the related Closing Date, does hereby sell, transfer, assign, set over payment of the Purchase Price shall execute and convey deliver to the Purchaser, without recourse, but subject Purchaser an Assignment and Conveyance with respect to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the Mortgage Loans in the related Mortgage Loan PackagePackage(s) to be acquired hereunder, and Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan Package. form attached hereto as Exhibit L. Pursuant to Section 2.03, the Company Company, on or prior to the date set forth in the related Trade Confirmation, shall deliver have delivered the Mortgage Loan Documents for each Mortgage Loan in the Mortgage Loan Package to the Custodian prior Custodian. The Purchaser, on any Closing Date, shall be obligated to purchase only the Mortgage Loans set forth in the related Mortgage Loan Schedule, subject to the terms and conditions of this Agreement and the related Closing DateTrade Confirmation. The contents of each Mortgage File not delivered to the Custodian are and shall be held in trust by the Company for the benefit of the Purchaser as the owner thereof. The 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 each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. Upon the sale of the Mortgage Loans the ownership of each Mortgage Note, the related Mortgage and the related Mortgage File and Servicing File shall vest immediately 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 Company shall vest immediately in the Purchaser and shall be retained and maintained by the Company, in trust, at the will of the Purchaser and only in such custodial capacity. Each Servicing File shall be segregated from the other books and records of the Company and shall be marked appropriately to reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.06, 3.03 or 6.02.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance of The Seller agrees to sell and the Purchaser agrees to purchase, from time to time, those certain Mortgage Loans; Possession of Loans identified in a Mortgage Files; Maintenance of Servicing FilesLoan Schedule, at the price and on the terms set forth herein and in the related Purchase Price and Terms Letter. The CompanyPurchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement and the related Closing DatePurchase Price and Terms Letter. The Purchaser will purchase Mortgage Loan(s) from the Seller, does hereby on such Funding Dates as may be agreed upon by the Purchaser and the Seller. Each closing shall, at the Purchaser’s option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, the Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms of recourse except as set forth in this Agreement, on a servicing retained basisand the Purchaser will purchase, all of the right, title and interest of the Company Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. On the Funding Date and in accordance with the terms herein, the Purchaser will pay to the Seller, by wire transfer of immediately available funds, the Purchase Price, according to the instructions to be provided by the Seller. The Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to the Purchaser a Warranty Bxxx of Sale with respect to the Mortgage Loans in the related Mortgage Loan Packageform annexed hereto as Exhibit H. The Purchaser shall be entitled to all scheduled principal due after the Cut-off Date, and Mortgage Files all other recoveries of principal collected after the Cut-off Date and all rights and obligations arising under payments of interest on the documents contained therein for Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). The principal balance of each Mortgage Loan in as of the related Mortgage Loan PackageCut-off Date is 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 shall be the property of the Purchaser. The Seller shall hold any such prepaid amounts for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser. All scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller. Pursuant to Section 2.032.03 hereof, the Company Seller shall deliver the Mortgage Loan Documents for have delivered a portion of each Mortgage Loan File to the Custodian prior to the related Closing Funding Date. The contents of each Mortgage File not delivered to the Custodian are and shall be held in trust by the Company Seller for the benefit of the Purchaser as the owner thereof. The Company shall maintain a Servicing File consisting of a copy thereof and the Seller’s possession of the contents portion of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of each Servicing File by the Company so retained is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company Seller is in a custodial capacity only. Upon On the sale of the Mortgage Loans Funding Date, the ownership of each Mortgage Note, the related Mortgage and the each related Mortgage File and Servicing File shall vest immediately is vested in the Purchaser, Purchaser and the ownership of all records and documents with respect to the each related Mortgage Loan prepared by or which come into the possession of the Company Seller shall immediately vest immediately in the Purchaser and shall be retained and maintained by the Companymaintained, in trust, by the Seller at the will of the Purchaser and only in such custodial capacitycapacity only. Each Servicing The Mortgage File may be retained in microfilm, microfiche, optical storage or magnetic media in lieu of hard copy. The Seller shall be segregated from the other books and maintain records of the Company and shall be marked appropriately to reflect clearly (i) confirming the sale of the related Mortgage Loan to the Purchaser and (ii) confirming the Purchaser’s ownership interest in the Mortgage File. The Company Seller shall release from its custody of the contents of any Servicing Mortgage File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's Seller’s servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or the removal of any Mortgage Loan or related REO Property from the terms of this Agreement pursuant to Section 3.03, 3.06, or 6.02in which cases such written instructions shall not be required.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. BOOKS AND RECORDS; DELIVERY OF DOCUMENTS Section 2.01 Conveyance (a) Effective as of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. The Company, on the related Closing Date, does the Seller hereby sellsells, transfertransfers, assignassigns, set sets over and convey conveys to the Purchaser, without recourse, recourse but subject to the terms of this Agreement, on a servicing retained basis, all the right, title and interest of the Company in and to the Mortgage Loans in the related Mortgage Loan Package, and Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Mortgage Loan Package. Pursuant to Section 2.03Loans, the Company shall deliver the Mortgage Loan Documents for insurance policies relating to each Mortgage Loan to the Custodian prior to the related Closing Date. The contents of each Mortgage File not delivered to the Custodian are and shall be held in trust by the Company for the benefit of the Purchaser as the owner thereof. The 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 each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related such Mortgage Loan, if any, and all right, title and interest in and to the proceeds of such retention insurance policies from and possession by after the Company is in a custodial capacity only. Closing Date. (b) Upon the sale of the such Mortgage Loans Loans, the ownership of each related Mortgage Note, the each related Mortgage and the contents of the related Mortgage File and Servicing File shall immediately vest immediately in the Purchaser, Purchaser and the ownership of all related records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Company Seller shall immediately vest immediately in the Purchaser and shall be retained and maintained by the Company, in trust, at the will of the Purchaser and only in such custodial capacity. Each Servicing File shall be segregated from the other books and records of the Company and shall be marked appropriately to reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company shall release its custody of the contents of any Servicing Mortgage File only in accordance with written instructions from the Purchaserpossession of the Seller at any time after such sale, unless such release is required as incidental to the Company's servicing and any scheduled payments of principal and interest on the Mortgage Loans due after the Cut-Off Date and received by the Seller (excluding interest accruing on or is prior to the Due Date immediately preceding the Cut-Off Date, which shall be retained by the Seller), shall be held in connection with a repurchase trust by the Seller for the benefit of the Purchaser as the owner thereof, and shall be promptly delivered by the Seller to or upon the order of the Purchaser. (c) Pursuant to the Purchase and Sale Agreement, the Purchaser shall, on the Closing Date, irrevocably sell, transfer, setover, convey and assign all of its right, title and interest in and to the Mortgage Loans to the Depositor. (d) Pursuant to the Pooling and Servicing Agreement, the Depositor shall, on the Closing Date, irrevocably transfer, assign, set over and otherwise convey all of its right, title and interest in and to the applicable Mortgage Loans and all of its rights (exclusive of its obligations) under the Purchase and Sale Agreement and this Agreement to the Trustee for the benefit of the Certificateholders, the holder of the Exchangeable Certificate and of any Mortgage Loan pursuant to Section 3.03, 3.06, or 6.02Additional Certificate and the Certificate Insurer.