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

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. The Company, 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 Mortgage Loan Package does hereby sell, transfer, assign, set over and convey to the Owner, without recourse, but subject to the terms of this Agreement, 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 after the related Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the related Cut-off Date). Pursuant to Section 2.03 hereof, the Company has delivered a portion of each Mortgage File to the Custodian. 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 Owner as the owner thereof and the Company's possession of the portion of each Mortgage File so retained is at the will of the 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. On the related Closing Date, the ownership of each Mortgage Note, Mortgage and each related Mortgage File is vested in the Owner and the ownership of all records and documents with respect to each related Mortgage Loan prepared by or which come into the possession of the Company shall immediately vest in the Owner and shall be retained and maintained, in trust, by the Company at the will of the Owner in such custodial capacity only. The Mortgage File may be retained in microfilm, microfiche, optical storage or magnetic media in lieu of hard copy. The Company shall maintain records (i) confirming the sale of the related Mortgage Loan to the Owner and (ii) confirming the Owner's ownership interest in the Mortgage File. The Company shall release from its custody the contents of any Mortgage File only in accordance with written instructions from the Owner, 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 such written instructions shall not be required.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. The Company(a) On the Closing Date and on each Subsequent Transfer Date, 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 Mortgage Loan Package does hereby Originators shall sell, transfer, assign, set over and convey to the OwnerUnaffiliated Seller, without recourse, but subject to the terms of this Agreement, 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 principal received by all right, title and interest in and to the Company on or proceeds of such Insurance Policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the related Cut-off Off Date (other than payments 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 principal this Agreement, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due on the Mortgage Loans on or before after, the related Cut-off 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 related Cut-Off Date or the Subsequent Cut-Off Date, as applicable. Pursuant to Upon payment of the purchase price for such Mortgage Loans as provided in Section 2.03 hereofof this Agreement, the Company has delivered a portion of each Mortgage File to Originators and the Custodian. The contents of each Mortgage File not delivered to the Custodian are Unaffiliated Seller shall 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 Mortgage Loans, the benefit of the Owner as the owner thereof and the Company's possession of the portion of Insurance Policies relating to each Mortgage File so retained is at the will of the Owner 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 the Company is in a custodial capacity only. On the related Closing Date, the ownership all of each Mortgage Note, Mortgage and each related Mortgage File is vested in the Owner and the ownership of all records and documents its rights under this Agreement with respect to each related Mortgage Loan prepared by or which come into the possession of the Company shall immediately vest in the Owner and shall be retained and maintained, in trust, by the Company at the will of the Owner in such custodial capacity only. The Mortgage File may be retained in microfilm, microfiche, optical storage or magnetic media in lieu of hard copy. The Company shall maintain records (i) confirming the sale of the related Mortgage Loan to the Owner and (ii) confirming the Owner's ownership interest in the Mortgage File. The Company shall release from its custody the contents of any Mortgage File only in accordance with written instructions from the Owner, 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 from and after the related Cut-Off Date or the removal of any Mortgage Loan or related REO Property from the terms of this Agreement pursuant to Section 3.03 such written instructions shall not be requiredSubsequent Cut-Off Date, as applicable.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. The Company(a) On the Closing Date and on each Subsequent Transfer Date, 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 Mortgage Loan Package does hereby Originators shall sell, transfer, assign, set over and convey to the OwnerUnaffiliated Seller, without recourse, recourse but subject to the terms of this Agreement, 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 received by outstanding as of, and all interest due after, the Company on or 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 from and after the related Cut-off Date (other than payments Closing Date. Upon payment of principal the purchase price for such Mortgage Loans as provided in Section 2.03 of this Agreement, the Originators and the 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, all right, title and interest due on in and to the proceeds of such insurance policies and all of its rights under this Agreement with respect to the Mortgage Loans on or before from and after the related Cut-off Date). Pursuant to Section 2.03 hereof, the Company has delivered a portion of each Mortgage File to the Custodian. 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 Owner as the owner thereof and the Company's possession of the portion of each Mortgage File so retained is at the will of the 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. On the related Closing Date, the ownership of each Mortgage Note, Mortgage and each related Mortgage File is vested in the Owner and the ownership of all records and documents with respect to each related Mortgage Loan prepared by or which come into the possession of the Company shall immediately vest in the Owner and shall be retained and maintained, in trust, by the Company at the will of the Owner in such custodial capacity only. The Mortgage File may be retained in microfilm, microfiche, optical storage or magnetic media in lieu of hard copy. The Company shall maintain records (i) confirming the sale of the related Mortgage Loan to the Owner and (ii) confirming the Owner's ownership interest in the Mortgage File. The Company shall release from its custody the contents of any Mortgage File only in accordance with written instructions from the Owner, 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 such written instructions shall not be required.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. The On each Closing Date, the Company, simultaneously with the payment of the Purchase Price and with the execution and delivery to of the Initial Owner of an Assignment related Acknowledgment and Conveyance with respect to the related Mortgage Loan Package Agreement, does hereby sell, transfer, assign, set over and convey to the Owner, without recourse, but subject to the terms of this Agreement, all the right, title and interest of the Company in and to the Mortgage LoansLoans included in the related Mortgage Loan Package, including all interest and principal received by the Company on or with respect to the Mortgage Loans after the related Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the related 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 any proceeds of the foregoing. Pursuant to Section 2.03 hereof, the Company has delivered shall deliver a portion of each Mortgage File to the Custodian. 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 Owner as the owner thereof and the Company's ’s possession of the portion of each Mortgage File so retained is at the will of the 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. On the related Closing Date, the ownership of each Mortgage Note, Mortgage and each related Mortgage File is vested shall vest in the Owner and the ownership of all records and documents with respect to each related Mortgage Loan prepared by or which come into the possession of the Company shall immediately vest in the Owner and shall be retained and maintained, in trust, by the Company at the will of the Owner in such custodial capacity only. The Mortgage File may be retained in microfilm, microfiche, optical storage or magnetic media in lieu of hard copy. The Company shall maintain records (i) confirming the sale of the related Mortgage Loan to the Owner and (ii) confirming the Owner's ’s ownership interest in the Mortgage File. The Company shall release from its custody the contents of any Mortgage File only in accordance with written instructions from the Owner, 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 such written instructions shall not be required. In addition, in 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 if, 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. The CompanySeller, 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 on the related Mortgage Loan Package Closing Date, does hereby sell, transfer, assign, set over and convey to the OwnerPurchaser, without recourse, but subject to the terms of this Agreement, all the right, title and interest of the Company Seller in and to the Mortgage Loans, including all interest and principal received by the Company on or with respect to the Mortgage Loans after in the related Cut-off Date (other than payments of principal Mortgage Loan Package, and interest due on Mortgage Files and all rights and obligations arising under the documents contained therein for each Mortgage Loans on or before Loan in the related Cut-off Date)Mortgage Loan Package. Pursuant to Section 2.03 hereof5.03, the Company has delivered a portion of Seller shall deliver the Mortgage Loan Documents for each Mortgage File Loan to the CustodianCustodian 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 Owner Purchaser as the owner thereof thereof. The Seller shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the Companyoriginals of the documents in each Mortgage File not delivered to the Custodian. Seller's possession of the portion of each Mortgage Servicing File so retained is at the will of the Owner 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. On Upon the related Closing Datepurchase of the Mortgage Loans, the ownership of each Mortgage Note, Mortgage and each related Mortgage File is vested in the Owner Purchaser and the ownership of all records and documents with respect to each related Mortgage Loan prepared by or which come into the possession of the Company Seller shall immediately vest in the Owner Purchaser and shall be retained and maintained, in trust, by the Company at the will of the Owner Seller in such custodial capacity only. The portion of each Mortgage File may so retained shall be retained in microfilm, microfiche, optical storage or magnetic media in lieu of hard copy. The Company shall maintain records (i) confirming appropriately marked to clearly reflect the sale of the related Mortgage Loan to the Owner and (ii) confirming the Owner's ownership interest in the Mortgage FilePurchaser. The Company Seller shall release from its custody the contents of any Mortgage File only in accordance with written instructions from the OwnerPurchaser, 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 such written instructions shall not be required6.03, 6.04 and 12.02.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. The On the related Closing Date, the Company, simultaneously with the payment of the related Purchase Price and with the execution and delivery to the Initial Owner of an Assignment and Conveyance with respect to the related Mortgage Loan Package Price, does hereby sell, transfer, assign, set over and convey to the OwnerPurchaser, without recourse, but subject to the terms of this Agreement, all the rightrights, title and interest of the Company in and to the Mortgage Loans, Loans (including all interest and principal received by the Company Servicing Rights thereon) listed on or with respect the related Mortgage Loan Schedule attached to the Mortgage Loans after related Term Sheet, together with the related Cut-off Date (other than payments of principal Mortgage Files and interest due on all rights and obligations arising under the Mortgage Loans on or before the related Cut-off Date)documents contained therein. Pursuant to Section 2.03 hereofSubsection 6.03 of the Agreement, the Company has delivered a portion of each Mortgage File shall deliver to the CustodianPurchaser (or upon Purchaser's request, its designee) the Mortgage Loan Documents. The contents of each related Mortgage File required to be retained by the Company to interim service the Mortgage Loans pursuant to the Agreement and the related Term Sheet and thus not delivered to the Custodian are Purchaser prior to the related Closing Date are, and shall be be, held in trust by the Company for the benefit of the Owner Purchaser as the owner thereof and the thereof. The Company's possession of the any portion of each such Mortgage File so retained is at the will of the Owner 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. On the related Closing Date, the The ownership of each Mortgage Note, Mortgage Mortgage, and each related the contents of the Mortgage File is vested in the Owner Purchaser and the ownership of all records and documents with respect to each the related Mortgage Loan and Servicing Rights prepared by or which come into the possession of the Company shall immediately vest in the Owner Purchaser and shall be retained and maintained, in trust, by the Company at the will of the Owner Purchaser in such custodial capacity only. The Mortgage File may retained by the Company with respect to each Mortgage Loan pursuant to this Agreement and the related Term Sheet shall be retained appropriately identified in microfilm, microfiche, optical storage or magnetic media in lieu of hard copy. The Company shall maintain records (i) confirming the Company's computer system to reflect clearly the sale of the such related Mortgage Loan to the Owner and (ii) confirming the Owner's ownership interest in the Mortgage FilePurchaser. The Company shall release from its custody the contents of any Mortgage File retained by it only in accordance with written instructions from the Owner, 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 such written instructions shall not be requiredAgreement.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. The Company, 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 Mortgage Loan Package this Agreement, does hereby sell, transfer, assign, set over and convey to the Owner, without recourse, but subject to the terms of this Agreement, 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 after the related Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the related Cut-off Date). Pursuant to Section 2.03 hereof, the Company has delivered a portion of each Mortgage File to the Custodian. 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 Owner as the owner thereof and the Company's possession of the portion of each Mortgage File so retained is at the will of the 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. On the related Closing Date, the ownership of each Mortgage Note, Mortgage and each related Mortgage File is vested in the Owner and the ownership of all records and documents with respect to each related Mortgage Loan prepared by or which come into the possession of the Company shall immediately vest in the Owner and shall be retained and maintained, in trust, by the Company at the will of the Owner in such custodial capacity only. The Mortgage File may be retained in microfilm, microfiche, optical storage or magnetic media in lieu of hard copy. The Company shall maintain records (i) confirming the sale of the related Mortgage Loan to the Owner and (ii) confirming the Owner's ownership interest in the Mortgage File. The Company shall release from its custody the contents of any Mortgage File only in accordance with written instructions from the Owner, 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 such written instructions shall not be required.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. The CompanyOn each Closing Date, the Seller, simultaneously with the payment of the Purchase Price and with the execution and delivery to of the Initial Owner of an Assignment related Acknowledgment and Conveyance with respect to the related Mortgage Loan Package Agreement, does hereby sell, transfer, assign, set over and convey to the OwnerPurchaser, without recourse, but subject to the terms of this Agreement, all the rightrights, title and interest of the Company Seller in and to the Mortgage LoansLoans included in the related Mortgage Loan Package, including all interest and principal received by the Company on or together with respect to the Mortgage Loans after Files and all rights and obligations arising under the related Cut-off Date (other than payments of principal and interest due on the documents contained therein for each Mortgage Loans on or before the related Cut-off Date)Loan. Pursuant to Section 2.03 2(c) hereof, on or prior to each Closing Date, the Company has delivered a portion of Seller shall deliver the Mortgage File for each Mortgage File Loan included in the related Mortgage Loan Package to the CustodianPurchaser 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 Owner Purchaser as the owner thereof and the Company's thereof. The Seller’s possession of the any portion of each Mortgage the Servicing File so retained is at the will of the Owner 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. On the related each Closing Date, the ownership of each Mortgage Note, Mortgage Mortgage, and each related the contents of the Mortgage File is vested and Servicing File shall vest in the Owner Purchaser and the ownership of all records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Company Seller thereafter shall immediately vest in the Owner Purchaser and shall be retained and maintained, in trust, by the Company Seller at the will of the Owner Purchaser in such custodial capacity only. The Mortgage Servicing File may retained by the Seller pursuant to this Agreement shall be retained in microfilm, microfiche, optical storage or magnetic media in lieu segregated from the other books and records of hard copy. The Company the Seller and shall maintain records (i) confirming be appropriately marked to clearly reflect the sale of the related Mortgage Loan to the Owner and (ii) confirming the Owner's ownership interest in the Mortgage FilePurchaser. The Company Seller shall release from its custody the contents of any Mortgage Servicing File retained by it only in accordance with the written instructions from of the OwnerPurchaser, 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 or the removal of any Mortgage Loan or related REO Property from the terms of this Agreement pursuant to Section 3.03 such written instructions shall not be required8 or is required as incidental to the Seller’s servicing of the Mortgage Loans.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. The CompanySeller, simultaneously with the payment of the Purchase Price Price, shall execute and with the execution and delivery deliver to the Initial Owner of an Assignment and Conveyance Purchaser a Term Sheet with respect to the related Mortgage Loan Package does in the form attached hereto as Exhibit H. Simultaneously with the execution and delivery of the related Term Sheet, for each Mortgage Loan Package, the Seller hereby sell, transfer, assign, set over agrees to service the Mortgage Loans listed on the related Mortgage Loan Schedule in accordance with Customary Servicing Procedures and convey to the Owner, without recourse, but subject to the terms of this Agreement, all the right, title and interest . The rights of the Company in and Purchaser to the Mortgage Loans, including all interest and principal received by the Company on or receive payments with respect to the related Mortgage Loans after shall be as set forth in this Agreement. Any documentation retained by the related Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the related Cut-off Date). Pursuant Seller with respect to Section 2.03 hereof, the Company has delivered a portion of each Mortgage File 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 to the CustodianPurchaser. 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 Owner Purchaser as the owner thereof and the CompanySeller's possession of the portion of each Mortgage File so retained is at the will of the Owner 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. On Upon the related Closing Datepurchase of the Mortgage Loans, the ownership of each Mortgage Note, Mortgage and each related Mortgage File is vested in the Owner Purchaser and the ownership of all records and documents with respect to each related Mortgage Loan prepared by or which come into the possession of the Company Seller shall immediately vest in the Owner Purchaser and shall be retained and maintained, in trust, by the Company at the will of the Owner Seller in such custodial capacity only. The portion of each Mortgage File may so retained shall be retained in microfilm, microfiche, optical storage or magnetic media in lieu of hard copy. The Company shall maintain records (i) confirming appropriately marked to clearly reflect the sale of the related Mortgage Loan to the Owner and (ii) confirming the Owner's ownership interest in the Mortgage FilePurchaser. The Company Seller shall release from its custody the contents of any Mortgage File only in accordance with written instructions from the OwnerPurchaser, 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 such written instructions shall not be required6.03.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. The Company, 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 Mortgage Loan Package does hereby sell, transfer, assign, set over and convey to the Owner, without recourse, but subject to the terms of this Agreement, 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 after the related Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the related Cut-off Date). Pursuant to Section 2.03 hereof, the Company has delivered a portion of each Mortgage File to the Custodian. 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 Owner as the owner thereof and the Company's ’s possession of the portion of each Mortgage File so retained is at the will of the 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. On the related Closing Date, the ownership of each Mortgage Note, Mortgage and each related Mortgage File is vested in the Owner and the ownership of all records and documents with respect to each related Mortgage Loan prepared by or which come into the possession of the Company shall immediately vest in the Owner and shall be retained and maintained, in trust, by the Company at the will of the Owner in such custodial capacity only. The 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 maintain records (i) confirming the sale of the related Mortgage Loan to the Owner and (ii) confirming the Owner's ’s ownership interest in the Mortgage File. The Company shall release from its custody the contents of any Mortgage File only in accordance with written instructions from the Owner, 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 such written instructions shall not be required.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. The CompanyOn the related Closing Date, the Originators, simultaneously with the payment of the related Purchase Price and with the execution and delivery to the Initial Owner of an Assignment and Conveyance with respect to the related Mortgage Loan Package does Price, do hereby sell, transfer, assign, set over and convey to the OwnerPurchaser, without recourse, but subject to the terms of this Agreement, all the rightrights, title and interest of the Company Originators in and to the Mortgage Loans, Loans (including all interest and principal received by the Company Servicing Rights thereon) listed on or with respect the related Mortgage Loan Schedule attached to the Mortgage Loans after related Term Sheet, together with the related Cut-off Date (other than payments of principal Mortgage Files and interest due on all rights and obligations arising under the Mortgage Loans on or before the related Cut-off Date)documents contained therein. Pursuant to Section 2.03 hereofSubsection 6.03 of the Agreement, the Company has delivered a portion of each Mortgage File Originators shall deliver to the CustodianPurchaser (or, upon Purchaser's request, its designee) the Mortgage Loan Documents. The contents of each related Mortgage File required to be retained by the Servicer to interim service the Mortgage Loans pursuant to the Agreement and the related Term Sheet and thus not delivered to the Custodian are Purchaser prior to the related Closing Date are, and shall be be, held in trust by the Company Servicer for the benefit of the Owner Purchaser as the owner thereof and the Companythereof. The Servicer's possession of the any portion of each such Mortgage File so retained is at the will of the Owner 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. On the related Closing Date, the The ownership of each Mortgage Note, Mortgage Mortgage, and each related the contents of the Mortgage File is vested in the Owner Purchaser and the ownership of all records and documents with respect to each the related Mortgage Loan and Servicing Rights prepared by or which come into the possession of the Company Servicer shall immediately vest in the Owner Purchaser and shall be retained and maintained, in trust, by the Company Servicer at the will of the Owner Purchaser in such custodial capacity only. The Mortgage File may retained by the Servicer with respect to each Mortgage Loan pursuant to this Agreement and the related Term Sheet shall be retained appropriately identified in microfilm, microfiche, optical storage or magnetic media in lieu of hard copy. The Company shall maintain records (i) confirming the Servicer's computer system to reflect clearly the sale of the such related Mortgage Loan to the Owner and (ii) confirming the Owner's ownership interest in the Mortgage FilePurchaser. The Company Servicer shall release from its custody the contents of any Mortgage File retained by it only in accordance with written instructions from the Owner, 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 such written instructions shall not be requiredAgreement.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. The CompanyOn the Closing Date, the Seller, 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 Mortgage Loan Package Price, does hereby sell, transfer, assign, set over and convey to the OwnerPurchaser, without recourse, but subject to the terms of this Agreement, all the rightrights, title and interest of the Company Seller in and to the Mortgage Loans, including all interest and principal received by the Company on or with respect to the Mortgage Loans after the related Cut-off Date (other than payments of principal and interest due listed on the Mortgage Loans on or before Loan Schedule, together with the related Cut-off Date)Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2.03 hereofSubsection 6.03 of the Agreement, the Company has delivered a portion of each Mortgage File Seller shall deliver to the CustodianPurchaser (or, upon Purchaser's request, its designee) the Mortgage Loan Documents. 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 Owner Purchaser as the owner thereof and the Companythereof. The Seller's possession of the any portion of each such Mortgage File so retained is at the will of the Owner 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. On the related Closing Date, the The ownership of each Mortgage NoteNote or Loan Agreement, Mortgage Mortgage, and each related the contents of the Mortgage File is vested in the Owner Purchaser and the ownership of all records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Company Seller shall immediately vest in the Owner Purchaser and shall be retained and maintained, in trust, by the Company Seller at the will of the Owner Purchaser in such custodial capacity only. The Any portion of the Mortgage File may retained by the Seller with respect to each Mortgage Loan pursuant to this Agreement shall be retained appropriately identified in microfilm, microfiche, optical storage or magnetic media in lieu of hard copy. The Company shall maintain records (i) confirming the Seller's computer system to reflect clearly the sale of the such related Mortgage Loan to the Owner and (ii) confirming the Owner's ownership interest in the Mortgage FilePurchaser. The Company Seller shall release from its custody the contents of any Mortgage File retained by it only in accordance with written instructions from the Owner, 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 such written instructions shall not be requiredAgreement.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. The Company, 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 Mortgage Loan Package this Agreement, does hereby sell, transfer, assign, set over and convey to the Owner, without recourse, but subject to the terms of this Agreement, 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 after the related Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the related Cut-off Date). Pursuant to Section 2.03 hereof, the Company has delivered a portion of each Mortgage File to the Custodian. 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 Owner as the owner thereof and the Company's possession of the portion of each Mortgage File so retained is at the will of the 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. On the related Closing Date, the ownership of each Mortgage Note, Mortgage and each related Mortgage File is vested in the Owner and the ownership of all records and documents with respect to each related Mortgage Loan prepared by or which come into the possession of the Company shall immediately vest in the Owner and shall be retained and maintained, in trust, by the Company at the will of the Owner in such custodial capacity only. The Mortgage File may be retained in microfilm, microfiche, optical storage or magnetic media in lieu of hard copy. The Company shall maintain records (i) confirming the sale of the related Mortgage Loan to the Owner and (ii) confirming the Owner's ownership interest in the Mortgage File. The Company shall release from its custody the contents of any Mortgage File only in accordance with written instructions from the Owner, 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 such written instructions shall not be required.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. The Company, 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 Mortgage Loan Package Seller does hereby agree to sell, transfer, assign, set over and convey convey, from time to time, to the OwnerPurchaser, without recourse, but subject to the terms of this Agreement, (i) all the rightrights, title and interest of the Company Seller in and to the Mortgage LoansLoans in the related Mortgage Loan Package, including all interest and principal received by the Company on or (ii) with respect to Servicing Released Mortgage Loans, the Servicing Rights with respect to such Mortgage Loans and (iii) the Mortgage Loans after Files and all rights and obligations arising under the documents contained therein for each Mortgage Loan in the related Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the related Cut-off Date)Loan Package. Pursuant to Section 2.03 2(c) hereof, the Company Seller has delivered a portion of the Mortgage File for each Mortgage File Loan in the related Mortgage Loan Package to the CustodianPurchaser. 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 Owner Purchaser as the owner thereof and the Companythereof. The related Servicer's possession of the any portion of each Mortgage the Servicing File so retained is at the will of the Owner 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. On the related Closing Date, the The ownership of each Mortgage Note, Mortgage, and the contents of the Mortgage File and each related Mortgage Servicing File is vested in the Owner Purchaser and the ownership of all records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Company Seller or related Servicer shall immediately vest in the Owner Purchaser and shall be retained and maintained, in trust, by the Company Seller or the related Servicer at the will of the Owner Purchaser in such custodial capacity only. The Mortgage Servicing File may retained by the related Servicer pursuant to the related Interim Servicing Agreement or the related Servicing Agreement, as applicable, shall be retained in microfilm, microfiche, optical storage or magnetic media in lieu segregated from the other books and records of hard copy. The Company the related Servicer and shall maintain records (i) confirming be appropriately marked to clearly reflect the sale of the related Mortgage Loan to the Owner and (ii) confirming the Owner's ownership interest in the Mortgage FilePurchaser. The Company related Servicer shall release from its custody the contents of any Mortgage Servicing File retained by it only in accordance with written instructions from the Ownerrelated 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 or the removal of any Mortgage Loan or related REO Property from the terms of this Agreement pursuant to Section 3.03 such written instructions shall not be required8.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. The On the Closing Date, the Company, 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 Mortgage Loan Package Price, does hereby sell, transfer, assign, set over and convey to the OwnerPurchaser, without recourse, but subject to the terms of this Agreement, all the rightrights, 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 after the related Cut-off Date (other than payments of principal and interest due listed on the Mortgage Loans on or before Loan Schedule, together with the related Cut-off Date)Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2.03 hereof, The Company shall maintain a Servicing File consisting of a copy of the Company has delivered a portion contents of each Mortgage File to and the Custodian. The contents originals of the documents in each Mortgage File not delivered to the Custodian are and Purchaser or the Custodian. The Servicing File shall be held in trust contain all documents necessary to service the Mortgage Loans. The possession of each Servicing File by the Company for the benefit of the Owner as the owner thereof and the Company's possession of the portion of each Mortgage File so retained is at the will of the Owner 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. On From the related Closing Date, the ownership of each Mortgage Loan, including the Mortgage Note, Mortgage and each the Mortgage, the contents of the related Mortgage File is and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been vested in the Owner 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 each related the Mortgage Loan Loans prepared by or which come into the possession of the Company shall immediately vest in the Owner be received and shall be retained and maintained, in trust, held by the Company at in trust for the will benefit of the Owner in such custodial capacity onlyPurchaser as the owner of the Mortgage Loans. The Any portion of the Mortgage File may be Files retained in microfilm, microfiche, optical storage or magnetic media in lieu of hard copy. The by the Company shall maintain records (i) confirming be appropriately identified in the sale Company’s computer system to clearly reflect the ownership of the related Mortgage Loan to Loans by the Owner and (ii) confirming the Owner's ownership interest in the Mortgage FilePurchaser. The Company shall release from its custody of the contents of any the Mortgage File Files only in accordance with written instructions from of the OwnerPurchaser, 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 or the removal of any Mortgage Loan or related REO Property from the terms of pursuant to this Agreement pursuant to Section 3.03 or (iii) such release is required by the Purchaser’s Underwriter in connection with a Pass-Through Transfer, such written instructions shall not be required.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. The CompanySeller, simultaneously with the payment of the Purchase Price Price, shall execute and with the execution and delivery deliver to the Initial Owner of an Assignment and Conveyance Purchaser a Term Sheet with respect to the related Mortgage Loan Package does hereby sell, transfer, assign, set over and convey to in the Owner, without recourse, but subject to the terms of this Agreement, all the right, title and interest of the Company in and to the Mortgage Loans, including all interest and principal received form attached hereto as Exhibit F. Any documentation retained by the Company on or Seller with respect to the Mortgage Loans after the related Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the related Cut-off Date). Pursuant to Section 2.03 hereof, the Company has delivered a portion of each Mortgage File 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 to the CustodianPurchaser. 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 Owner Purchaser as the owner thereof and the Company's Servicer’s possession of the portion of each Mortgage File so retained is at the will of the 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. On Upon the related Closing Datepurchase of the Mortgage Loans, the ownership of each Mortgage Note, Mortgage and each related Mortgage File is vested in the Owner Purchaser and the ownership of all records and documents with respect to each related Mortgage Loan prepared by or which come into the possession of the Company Seller or Servicer shall immediately vest in Purchaser. Originals or copies of all documents listed on Exhibit A hereto and comprising the Owner and Mortgage File, other than the Mortgage Loan Documents, shall be delivered to the Purchaser 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, in trust, by the Company at the will of the Owner Servicer in such a custodial capacity only. The portion of each Mortgage File may so retained shall be retained in microfilm, microfiche, optical storage or magnetic media in lieu of hard copy. The Company shall maintain records (i) confirming appropriately marked to clearly reflect the sale of the related Mortgage Loan to the Owner and (ii) confirming the Owner's ownership interest in the Mortgage FilePurchaser. The Company Servicer shall release from its custody the contents of any Mortgage File retained by it only in accordance with written instructions from the OwnerPurchaser, 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 or the removal of any Mortgage Loan or related REO Property from the terms of this Agreement pursuant to Section 3.03 such written instructions shall not be required6.03.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. The CompanySeller, 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 Mortgage Loan Package this Agreement, does hereby sell, transfer, assign, set over and convey to the OwnerPurchaser, without recourse, but subject to the terms of this Agreement, all the right, title and interest of the Company Seller in and to the Mortgage Loans, including all interest and principal received by the Company on or with respect to the Mortgage Loans after the related Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the related Cut-off Date). Pursuant to Section 2.03 hereof, the Company has delivered a portion of each Mortgage File to the Custodian. 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 Owner Purchaser as the owner thereof and the CompanySeller's possession of the portion of each Mortgage File so retained is at the will of the Owner 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. On Seller shall maintain a Servicing File consisting of a copy of the related Closing Datecontents of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Purchaser. Upon the purchase of the Mortgage Loans, the ownership of each Mortgage Note, Mortgage and each related Mortgage File is vested in the Owner Purchaser and the ownership of all records and documents with respect to each related Mortgage Loan prepared by or which come into the possession of the Company Seller shall immediately vest in the Owner Purchaser and shall be retained and maintained, in trust, by the Company at the will of the Owner Seller in such custodial capacity only. The portion of each Mortgage File may so retained shall be retained in microfilm, microfiche, optical storage or magnetic media in lieu of hard copy. The Company shall maintain records (i) confirming appropriately marked to clearly reflect the sale of the related Mortgage Loan to the Owner and (ii) confirming the Owner's ownership interest in the Mortgage FilePurchaser. The Company Seller shall release from its custody the contents of any Mortgage File only in accordance with written instructions from the OwnerPurchaser, 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 such written instructions shall not be required6.03.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. The BOOKS AND RECORDS; CUSTODIAL AGREEMENT; DELIVERY OF 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 Agreement, on the related Closing Date, the Company, simultaneously with the payment of the Purchase Price and with by the execution and delivery to the Initial Owner of an Assignment and Conveyance with respect to the related Mortgage Loan Package does hereby Purchaser, shall thereby sell, transfer, assign, set over and convey to the OwnerPurchaser, without recourse, but subject to the terms of this Agreement and the related Assignment and Conveyance Agreement, all the right, title and interest of the Company in and to the Mortgage Loans, including all interest and principal received by the Company on or with respect to the Mortgage Loans after the related Cut-off Date (other than payments of principal and interest due listed on the respective Mortgage Loans on or before Loan Schedule annexed to such Assignment and Conveyance Agreement, together with the related Cut-off Date)Retained Mortgage Files and Custodial Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2.03 hereof2.03, the Company has delivered a portion of shall deliver the Custodial Mortgage File for each Mortgage File Loan comprising the related Loan Package to the Custodian. 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 Owner Purchaser as the owner thereof thereof. The Company shall maintain a Servicing File consisting of a copy of the contents of each Custodial Mortgage File and the Company's originals of the documents in each Retained Mortgage File not delivered to the Custodian. The possession of the portion of each Retained Mortgage File so retained and Servicing File by the Company is at the will of the Owner 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. On Upon the related Closing Date, sale of the Mortgage Loans the ownership of each Mortgage Note, the related Mortgage and each the related Custodial Mortgage File is vested and Servicing File shall vest immediately in the Owner Purchaser, and the ownership of all records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Company shall vest immediately vest in the Owner Purchaser and shall be retained and maintainedmaintained by the Company, in trust, by the Company at the will of the Owner Purchaser and only in such custodial capacity only. The Mortgage File may be retained in microfilm, microfiche, optical storage or magnetic media in lieu of hard copy. The Company shall maintain records (i) confirming the sale of the related Mortgage Loan to the Owner and (ii) confirming the Owner's ownership interest in the Mortgage Filecapacity. The Company shall release from its custody of the contents of any Mortgage Servicing File only in accordance with written instructions from the OwnerPurchaser, 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 or 6.02. All such written instructions costs associated with the release, transfer and re-delivery to the Company shall not be requiredthe 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. The Company, 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 Mortgage Loan Package does hereby sell, transfer, assign, set over and convey to the Owner, without recourse, but subject to the terms of this Agreement, 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 after the related Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the related Cut-off Date). Pursuant to Section 2.03 hereof, the Company has delivered a portion of each Mortgage File to the Custodian. 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 Owner as the owner thereof and the Company's possession of the portion of each Mortgage File so retained is at the will of the 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. On the related Closing Date, the ownership of each Mortgage Note, Mortgage and each related Mortgage File is vested in the Owner and the ownership of all records and documents with respect to each related Mortgage Loan prepared by or which come into the possession of the Company shall immediately vest in the Owner and shall be retained and maintainedmain-tained, in trust, by the Company at the will of the Owner in such custodial capacity only. The Mortgage File may be retained in microfilm, microfiche, optical storage or magnetic media in lieu of hard copy. The Company shall maintain records (i) confirming the sale of the related Mortgage Loan to the Owner and (ii) confirming the Owner's ownership interest in the Mortgage File. The Company shall release from its custody the contents of any Mortgage File only in accordance with written instructions from the Owner, 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 such written instructions shall not be required.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. The CompanySeller agrees to sell and the Purchaser agrees to purchase, simultaneously with from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, at the payment of price and on the terms set forth herein and in the related Purchase Price and with Terms Letter. The Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the execution and delivery applicable Mortgage Loan Schedule, subject to the Initial Owner terms and conditions of an Assignment this Agreement and Conveyance with respect the related Purchase Price and Terms Letter. Exhibit 10.10 The Purchaser will purchase Mortgage Loan(s) from the Seller, 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 related Mortgage Loan Package does hereby terms and conditions of this Agreement, the Seller will sell, transfer, assign, set over and convey to the OwnerPurchaser, without recourse, but subject to the terms of recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the Company Seller in and to the Mortgage LoansLoans being conveyed by it hereunder, including all interest as identified on the Mortgage Loan Schedule. On the Funding Date and principal received 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 Company on or 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 form annexed hereto as Exhibit H. The Purchaser shall be entitled to all scheduled principal due after the related Cut-off Date, all other recoveries of principal collected after the Cut-off Date (other than and all payments of principal and interest due on the Mortgage Loans on or before (minus that portion of any such payment which is allocable to the related period prior to the Cut-off Date). The principal balance of each Mortgage Loan as of the Cut-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 2.03 hereof, the Company has Seller shall have delivered a portion of each Mortgage File to the CustodianCustodian prior to the 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 Owner Purchaser as the owner thereof and the CompanySeller's possession of the portion of each Mortgage File so retained is at the will of the Owner 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. On the related Closing Funding Date, the ownership of each Mortgage Note, Mortgage and each related Mortgage File is vested in the Owner Purchaser and the ownership of all records and documents with respect to each related Mortgage Loan prepared by or which come into the possession of the Company Seller shall immediately vest in the Owner Purchaser and shall be retained and maintainedmain-tained, in trust, by the Company Seller at the will of the Owner Purchaser in such custodial capacity only. The Mortgage File may be retained in microfilm, microfiche, optical storage or magnetic media in lieu of hard copy. The Company Seller shall maintain records (i) confirming the sale of the related Mortgage Loan to the Owner Purchaser and (ii) confirming the OwnerPurchaser's ownership interest in the Mortgage File. The Company Seller shall release from its custody the contents of any Mortgage File only in accordance with written instructions from the OwnerPurchaser, 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 3.03, in which cases such written instructions shall not be required.. Exhibit 10.10

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. The On the related Closing Date, Company, simultaneously with the payment of the related Purchase Price and with the execution and delivery to the Initial Owner of an Assignment and Conveyance with respect to the related Mortgage Loan Package Price, does hereby sell, transfer, assign, set over and convey to the OwnerPurchaser, without recourse, but subject to the terms of this Agreement, all the rightrights, title and interest of the Company in and to the Mortgage Loans, Loans (including all interest and principal received by the Company Servicing Rights thereon) listed on or with respect the related Mortgage Loan Schedule attached to the Mortgage Loans after related Term Sheet, together with the related Cut-off Date (other than payments of principal Mortgage Files and interest due on all rights and obligations arising under the Mortgage Loans on or before the related Cut-off Date)documents contained therein. Pursuant to Section 2.03 hereofSubsection 6.03 of the Agreement, the Company has delivered a portion of each Mortgage File shall deliver to the CustodianPurchaser (or upon Purchaser's request, its designee) the Mortgage Loan Documents. The contents of each related Mortgage File required to be retained by the Company to interim service the Mortgage Loans pursuant to the Agreement and the related Term Sheet and thus not delivered to the Custodian are Purchaser prior to the related Closing Date are, and shall be be, held in trust by the Company for the benefit of the Owner Purchaser as the owner thereof and the thereof. The Company's possession of the any portion of each such Mortgage File so retained is at the will of the Owner 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. On the related Closing Date, the The ownership of each Mortgage Note, Mortgage Mortgage, and each related the contents of the Mortgage File is vested in the Owner Purchaser and the ownership of all records and documents with respect to each the related Mortgage Loan and Servicing Rights prepared by or which come into the possession of the Company shall immediately vest in the Owner Purchaser and shall be retained and maintained, in trust, by the Company at the will of the Owner Purchaser in such custodial capacity only. The Mortgage File may retained by the Company with respect to each Mortgage Loan pursuant to this Agreement and the related Term Sheet shall be retained appropriately identified in microfilm, microfiche, optical storage or magnetic media in lieu of hard copy. The Company shall maintain records (i) confirming the Company's computer system to reflect clearly the sale of the such related Mortgage Loan to the Owner and (ii) confirming the Owner's ownership interest in the Mortgage FilePurchaser. The Company shall release from its custody the contents of any Mortgage File retained by it only in accordance with written instructions from the Owner, 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 such written instructions shall not be requiredAgreement.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. The CompanyOn the Closing Date, 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 Mortgage Loan Package does hereby Seller shall sell, transfer, assign, set over and convey to the OwnerDepositor, without recourse, recourse but subject to the terms of this Agreement, all the right, title and interest of the Company in and to the Mortgage Loans, including all interest Loans and principal received by the Company on or with respect to other assets relating thereto. Upon payment of the purchase price for such Mortgage Loans after the related Cut-off Date (other than payments as provided in Section 2.02 of principal and interest due on the Mortgage Loans on or before the related Cut-off Date). Pursuant to Section 2.03 hereofthis Agreement, the Company has delivered a portion of each Mortgage File to the Custodian. The contents of each Mortgage File not delivered to the Custodian are Seller shall have hereby, and shall be held in trust by the Company for the benefit of the Owner as the owner thereof deemed to have, sold, transferred, assigned, set over and conveyed such Mortgage Loans and the Company's possession other related assets. Upon the sale of the portion of each such Mortgage File so retained is at the will of the 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. On the related Closing DateLoans, the ownership of each Mortgage related Note, Mortgage and each related Mortgage and the contents of the related Loan File is vested shall immediately vest in the Owner Depositor and the ownership of all related records and documents with respect to each related Mortgage Loan prepared by or which come into the possession of the Company Seller shall immediately vest in the Owner 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, in trust, promptly delivered by the Company at Seller to or upon the will order of the Owner Depositor. Pursuant to the Pooling and Servicing Agreement, the Depositor shall, on the Closing Date, assign all of its right, title and interest in such custodial capacity only. The Mortgage File may be retained in microfilm, microfiche, optical storage or magnetic media in lieu of hard copy. The Company shall maintain records (i) confirming and to the sale Purchased Loans and the other Purchased Assets and the Seller's right to exercise the remedies created by Section 4 of the related Mortgage Loan Sale Agreement to the Owner and (ii) confirming Trustee for the Owner's ownership interest in the Mortgage File. The Company shall release from its custody the contents of any Mortgage File only in accordance with written instructions from the Owner, unless such release is required as incidental to the Company's servicing benefit of the Mortgage Loans or is in connection with a repurchase Holders 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 such written instructions shall not be requiredCertificates.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. The CompanyOn the related Closing Date with respect to each Group of Mortgage Loans, the Seller, simultaneously with the payment of the Purchase Price as defined in the Purchase Price and with the execution and delivery to the Initial Owner of an Assignment and Conveyance with respect to the related Mortgage Loan Package Terms Letter, does hereby sell, transfer, assign, set over and convey to the OwnerPurchaser, without recourse, but subject to the terms of this Agreement, all the rightrights, title and interest of the Company Seller in and to the Mortgage Loans, including Loans in such Group together with the Servicing Rights and Mortgage Files and all interest rights and principal received by obligations arising under the Company on or with respect to the Mortgage Loans after the related Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the related Cut-off Date)documents contained therein. Pursuant to Section 2.03 2(c) hereof, the Company Seller has delivered a portion of each Mortgage File to the CustodianPurchaser 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 Owner Purchaser as the owner thereof and the Company's thereof. The Seller’s or its designee’s possession of the any portion of each Mortgage the Servicing File so retained is at the will of the Owner 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. On the related Closing Date, the The ownership of each Mortgage Note, Mortgage, and the contents of the Mortgage File and each related Mortgage Servicing File is vested in the Owner Purchaser and the ownership of all records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Company Seller or its designee shall immediately vest in the Owner Purchaser and shall be retained and maintained, in trust, by the Company Seller or its designee at the will of the Owner Purchaser in such custodial capacity only. The Mortgage Servicing File may retained by the Seller or its designee pursuant to the Interim Servicing Agreement shall be retained in microfilm, microfiche, optical storage segregated from the other books and records of the Seller or magnetic media in lieu of hard copy. The Company its designee and shall maintain records (i) confirming be appropriately marked to clearly reflect the sale of the related Mortgage Loan to the Owner and (ii) confirming the Owner's ownership interest in the Mortgage FilePurchaser. The Company Seller or its designee shall release from its custody the contents of any Mortgage Servicing File retained by it only in accordance with written instructions from the OwnerInterim 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 or the removal of any Mortgage Loan or related REO Property from the terms of this Agreement pursuant to Section 3.03 such written instructions shall not be required8.

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES. The BOOKS AND RECORDS; CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS Section 2.01. Conveyance of Mortgage Loans: Possession of Mortgage Files: Maintenance of Servicing Files. Pursuant to an Assignment and Conveyance Agreement, on the related Closing Date, the Company, simultaneously with the payment of the Purchase Price and with by the execution and delivery to the Initial Owner of an Assignment and Conveyance with respect to the related Mortgage Loan Package does hereby Purchaser, shall thereby sell, transfer, assign, set over and convey to the OwnerPurchaser, without recourse, but subject to the terms of this Agreement and the related Assignment and Conveyance Agreement, all the right, title and interest of the Company in and to the Mortgage LoansLoans listed on the respective Mortgage Loan Schedule annexed to such Assignment and Conveyance Agreement, including together with the Retained Mortgage Files and Custodial Files and all interest rights and principal received by obligations arising under the documents contained therein. The Company on or with respect shall deliver the related Mortgage Loan Schedule to the Mortgage Loans after the related Cut-off Date Purchaser at least two (other than payments of principal and interest due on the Mortgage Loans on or 2) Business Days before the related Cut-off Closing Date). Pursuant to Section 2.03 hereof2.03, the Company has delivered a portion of shall deliver the Mortgage Loan Documents for each Mortgage File Loan comprising the related Loan Package to the Custodian. 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 Owner Purchaser as the owner thereof thereof. The Company shall maintain a Servicing File consisting of a copy of the contents of each Custodial File and the Company's originals of the documents in each Retained Mortgage File not delivered to the Custodian. The possession of each Servicing File by the portion of each Mortgage File so retained Company is at the will of the Owner Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession possession, by the Company is in a custodial capacity only. On Upon the related Closing Date, sale of the Mortgage Loans the ownership of each Mortgage Note, the related Mortgage and each the related Mortgage Custodial File is vested and Servicing File shall vest immediately in the Owner Purchaser, and the ownership of all records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Company shall vest immediately vest in the Owner Purchaser and shall be retained and maintainedmaintained by the Company, in trust, by the Company at the will of the Owner Purchaser and only in such custodial capacity only. The Mortgage File may be retained in microfilm, microfiche, optical storage or magnetic media in lieu of hard copy. The Company shall maintain records (i) confirming the sale of the related Mortgage Loan to the Owner and (ii) confirming the Owner's ownership interest in the Mortgage Filecapacity. The Company shall release from its custody of the contents of any Mortgage Servicing File only in accordance with written instructions from the OwnerPurchaser, 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 or 6.02. All such written instructions costs associated with the release, transfer and re-delivery to the Company shall not be requiredthe responsibility of the Purchaser.