Common use of Mortgage Loans Clause in Contracts

Mortgage Loans. Upon the liquidation of any Mortgage Loan, the Servicer shall remit the proceeds thereof to the related Certificate Account in accordance with Sections 3.05 and 3.06 above and shall deliver to the Trustee a Request for Release requesting that the Trustee execute such instrument of release or satisfaction as is necessary to release the related Mortgaged Property from the lien of the related Mortgage. The Trustee shall, within five Business Days of its receipt of such a Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to a Certificate Account or Distribution Account. From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, including but not limited to, collection under any Title Insurance Policy, Primary Mortgage Insurance Policy, flood insurance policy or Standard Hazard Insurance Policy or to effect a partial release of any Mortgaged Property from the lien of the related Mortgage, the Servicer shall deliver to the Trustee a Request for Release. The Trustee shall, within five Business Days after its receipt of such Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. Any such Request for Release shall obligate the Servicer to return each and every document previously requested from the Trustee Mortgage Loan File to the Trustee by the twenty-first day following the release thereof, unless (a) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the related Certificate Account or Distribution Account or the Trustee Mortgage Loan File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Servicer has delivered to the Trustee a certificate of the Servicer certifying as to the name and address of the Person to which such Trustee Mortgage Loan File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of an Officer's certificate of the Servicer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the applicable Certificate Account or the Distribution Account have been so deposited, or that such Mortgage Loan has become an REO Property, the Request for Release shall be released by the Trustee to the Servicer.

Mortgage Loans. Upon MLCC, concurrently with the liquidation execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to MLMI, without recourse, all of any Mortgage LoanMLCC's right, the Servicer shall remit the proceeds thereof title and interest in and to the related Certificate Account in accordance with Sections 3.05 and 3.06 above and shall deliver to the Trustee a Request for Release requesting that the Trustee execute such instrument of release or satisfaction as is necessary to release the related Mortgaged Property from the lien of the related Mortgage. The Trustee shall, within five Business Days of its receipt of such a Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to a Certificate Account or Distribution Account. From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, including but not limited to, collection under any Title Insurance Policy, Primary Mortgage Insurance Policy, flood insurance policy or Standard Hazard Insurance Policy or to effect a partial release of any Mortgaged Property from the lien of the related Mortgage, the Servicer shall deliver to the Trustee a Request for Release. The Trustee shall, within five Business Days after its receipt of such Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. Any such Request for Release shall obligate the Servicer to return each and every document previously requested from the Trustee Mortgage Loan File to the Trustee by the twenty-first day following the release thereof, unless (ai) the Mortgage Loan has been liquidated Loans, including the related Mortgage Documents and all interest and principal received or receivable by MLCC on or with respect to the Mortgage Loans after the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Mortgage Loans on or before the Cut-off Date, and all other proceeds received in respect of such Mortgage Loans, (ii) MLCC's rights and obligations under the Servicing Agreement with respect to the Mortgage Loans, (iii) the pledge, control and guaranty agreements and the Liquidation Proceeds Limited Purpose Surety Bond relating to the Additional Collateral Mortgage Loan have been deposited in Loans, (iv) the related Certificate Account or Distribution Account or Insurance Policies with respect to the Trustee Mortgage Loan File or such document has been delivered to an attorneyLoans, or to a public trustee (v) all cash, instruments or other public official as required by law, for purposes of initiating property held or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Servicer has delivered to the Trustee a certificate of the Servicer certifying as to the name and address of the Person to which such Trustee Mortgage Loan File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of an Officer's certificate of the Servicer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into in the applicable Certificate Account or Custodial Accounts and the Distribution Account have been so depositedand (vi) all proceeds of the conversion, voluntary or that such involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. On or prior to the Closing Date, MLCC shall deliver to MLMI or, at MLMI's direction, to the Trustee, the Trustee's Mortgage File for each Mortgage Loan has become an REO Property, in the Request for manner set forth in Section 2.01 of the Pooling and Servicing Agreement. Release of the Trustee's Mortgage Files on the Closing Date shall be released made against payment by MLMI of the Trustee to purchase price for the ServicerMortgage Loans. The amount of the purchase price payable by MLMI shall be set forth in writing in a separate letter.

Mortgage Loans. Upon The Borrowers acknowledge that the liquidation Agent has the right to perform continuing due diligence reviews with respect to the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder or otherwise, and the Borrowers agree that upon reasonable (but no less than one (1) Business Day’s) prior notice to the Borrowers or the Servicer, as the case may be, the Agent or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and Servicing Records and any and all documents, records, agreements, instruments or information relating to such Mortgage LoanLoans in the possession or under the control of the Borrowers, the Servicer and/or the Custodian. The Borrowers also shall remit the proceeds thereof make available to the related Certificate Account in accordance with Sections 3.05 Agent a knowledgeable financial or accounting, officer for the purpose of answering questions respecting the Mortgage Files and 3.06 above and shall deliver the Mortgage Loans. Without limiting the generality of the foregoing, the Borrowers acknowledge that the Agent may make Loans to the Trustee a Request for Release requesting Borrowers based solely upon the information provided by the Borrowers to the Agent in the Mortgage Loan Data File and the representations, warranties and covenants contained herein, and that the Trustee execute Agent, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such instrument of release or satisfaction as is necessary to release Loan, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Property from Properties and otherwise re-generating the lien of the related Mortgageinformation used to originate such Mortgage Loan. The Trustee shall, within five Business Days of its receipt of Agent may underwrite such Mortgage Loans itself or engage a Request for Release, release, or cause mutually agreed upon third party underwriter to perform such underwriting. The Borrowers agree to cooperate with the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. No expenses incurred Agent and any third party underwriter in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to a Certificate Account or Distribution Account. From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loansuch underwriting, including including, but not limited to, collection providing the Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under any Title Insurance Policythe control, Primary Mortgage Insurance Policy, flood insurance policy or Standard Hazard Insurance Policy or to effect a partial release of any Mortgaged Property from the lien of the related Mortgage, the Servicer shall deliver to the Trustee a Request for Release. The Trustee shall, within five Business Days after its receipt of such Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. Any such Request for Release shall obligate the Servicer to return each and every document previously requested from the Trustee Mortgage Loan File to the Trustee by the twenty-first day following the release thereof, unless (a) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the related Certificate Account or Distribution Account or the Trustee Mortgage Loan File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Servicer has delivered to the Trustee a certificate of the Servicer certifying as to the name and address of the Person to which such Trustee Mortgage Loan File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of an Officer's certificate of the Servicer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the applicable Certificate Account or the Distribution Account have been so deposited, or that such Mortgage Loan has become an REO Property, the Request for Release shall be released by the Trustee to the ServicerBorrower.

Mortgage Loans. Upon RWT, concurrently with the liquidation execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse, all of any Mortgage LoanRWT’s right, the Servicer shall remit the proceeds thereof title and interest in and to the related Certificate Account in accordance with Sections 3.05 and 3.06 above and shall deliver to the Trustee a Request for Release requesting that the Trustee execute such instrument of release or satisfaction as is necessary to release the related Mortgaged Property from the lien of the related Mortgage. The Trustee shall, within five Business Days of its receipt of such a Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to a Certificate Account or Distribution Account. From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, including but not limited to, collection under any Title Insurance Policy, Primary Mortgage Insurance Policy, flood insurance policy or Standard Hazard Insurance Policy or to effect a partial release of any Mortgaged Property from the lien of the related Mortgage, the Servicer shall deliver to the Trustee a Request for Release. The Trustee shall, within five Business Days after its receipt of such Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. Any such Request for Release shall obligate the Servicer to return each and every document previously requested from the Trustee Mortgage Loan File to the Trustee by the twenty-first day following the release thereof, unless (ai) the Mortgage Loan has been liquidated Loans, including the related Mortgage Documents and all interest and principal received or receivable by RWT on or with respect to the Mortgage Loans after the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Mortgage Loans on or before the Cut-off Date, and all other proceeds received in respect of such Mortgage Loans, (ii) RWT’s rights and obligations under the Purchase Agreements and the Liquidation Proceeds Servicing Agreements with respect to the Mortgage Loans, as modified by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bond relating to the Additional Collateral Mortgage Loan have been deposited in Loans, (iv) the related Certificate Account or Distribution Account or Insurance Policies with respect to the Trustee Mortgage Loan File or such document has been delivered to an attorneyLoans, or to a public trustee (v) all cash, instruments or other public official as required by law, for purposes of initiating property held or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Servicer has delivered to the Trustee a certificate of the Servicer certifying as to the name and address of the Person to which such Trustee Mortgage Loan File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of an Officer's certificate of the Servicer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited in the Collection Accounts and the Distribution Account, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. On or prior to the Closing Date, RWT shall deliver to Sequoia or, at Sequoia’s direction, to the applicable Certificate Account or Custodian, the Distribution Account have been so deposited, or that such Trustee’s Mortgage File for each Mortgage Loan has become an REO Property, in the Request for manner set forth in Section 2 of the Custody Agreement. Release of the Trustee’s Mortgage Files on the Closing Date shall be released made against payment by Sequoia of the Trustee purchase price for the Mortgage Loans and related assets, which shall be a combination of credit for an additional capital contribution and cash wired to RWT's account. The amount of the Servicerpurchase price payable by Sequoia shall be set forth in writing in a separate letter.

Mortgage Loans. Upon RWT, concurrently with the liquidation execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse, all of any Mortgage LoanRWT’s right, the Servicer shall remit the proceeds thereof title and interest in and to the related Certificate Account in accordance with Sections 3.05 and 3.06 above and shall deliver to the Trustee a Request for Release requesting that the Trustee execute such instrument of release or satisfaction as is necessary to release the related Mortgaged Property from the lien of the related Mortgage. The Trustee shall, within five Business Days of its receipt of such a Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to a Certificate Account or Distribution Account. From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, including but not limited to, collection under any Title Insurance Policy, Primary Mortgage Insurance Policy, flood insurance policy or Standard Hazard Insurance Policy or to effect a partial release of any Mortgaged Property from the lien of the related Mortgage, the Servicer shall deliver to the Trustee a Request for Release. The Trustee shall, within five Business Days after its receipt of such Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. Any such Request for Release shall obligate the Servicer to return each and every document previously requested from the Trustee Mortgage Loan File to the Trustee by the twenty-first day following the release thereof, unless (ai) the Mortgage Loan has been liquidated Loans, including the related Mortgage Documents and all interest and principal received or receivable by RWT on or with respect to the Mortgage Loans after the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Mortgage Loans on or before the Cut-off Date, and all other proceeds received in respect of such Mortgage Loans, (ii) RWT’s rights and obligations under the Purchase Agreements and the Liquidation Proceeds Servicing Agreements with respect to the Mortgage Loans, as modified by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bond relating to the Additional Collateral Mortgage Loan have been deposited in Loans, (iv) the related Certificate Account or Distribution Account or Insurance Policies with respect to the Trustee Mortgage Loan File or such document has been delivered to an attorneyLoans, or to a public trustee (v) all cash, instruments or other public official as required by law, for purposes of initiating property held or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Servicer has delivered to the Trustee a certificate of the Servicer certifying as to the name and address of the Person to which such Trustee Mortgage Loan File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of an Officer's certificate of the Servicer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited in the Collection Accounts and the Distribution Account, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. On or prior to the Closing Date, RWT shall deliver to Sequoia or, at Sequoia’s direction, to the applicable Certificate Account or Custodian, the Distribution Account have been so deposited, or that such Trustee’s Mortgage File for each Mortgage Loan has become an REO Property, in the Request for manner set forth in Section 2 of the Custody Agreement. Release of the Trustee’s Mortgage Files on the Closing Date shall be released made against payment by Sequoia of the Trustee purchase price for the Mortgage Loans and related assets, which shall be a combination of credit for an additional capital contribution and cash wired to RWT’s account. The amount of the Servicerpurchase price payable by Sequoia shall be set forth in writing in a separate letter.

Mortgage Loans. Upon If any Servicer or both Servicers so elect to terminate, by the liquidation 25th day of any Mortgage Loanthe month preceding the month of the final distribution, such Servicer or Servicers shall notify the Depositor, the Securities Administrator and the Trustee of the final Distribution Date the Servicers or the Class X Certificateholder of the date such Servicer or Servicers intend to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. In the event such Notice of Final Distribution is given, each Servicer shall remit the proceeds thereof cause all funds in its Collection Account to be remitted to the related Certificate Master Servicer for deposit in the Distribution Account in accordance with Sections 3.05 and 3.06 above and shall deliver on the Business Day prior to the Trustee applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Securities Administrator of a Request for Release requesting that the Trustee execute such instrument of release or satisfaction as is necessary to release the related Mortgaged Property from the lien of the related Mortgage. The Trustee shall, within five Business Days of its receipt of such a Request for Release, release, or cause the Custodian to releasetherefor, the related Trustee Mortgage Loan File to the Servicer. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance Securities Administrator shall be chargeable to a Certificate Account or Distribution Account. From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, including but not limited to, collection under any Title Insurance Policy, Primary Mortgage Insurance Policy, flood insurance policy or Standard Hazard Insurance Policy or to effect a partial release of any Mortgaged Property from the lien of the related Mortgage, the Servicer shall deliver to the Trustee a Request for Release. The Trustee shall, within five Business Days after its receipt of such Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. Any such Request for Release shall obligate the Servicer to return each and every document previously requested from the Trustee Mortgage Loan File to the Trustee by the twenty-first day following the release thereof, unless (a) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the related Certificate Account or Distribution Account or the Trustee Mortgage Loan File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Servicer has delivered to the Trustee a certificate of the Servicer certifying as to the name and address of the Person to which such Trustee Mortgage Loan File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of an Officer's certificate of the Servicer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the applicable Certificate Account or the Distribution Account have been so deposited, or that such Mortgage Loan has become an REO Property, forward the Request for Release to the Custodian and the Custodian shall promptly release to the applicable Servicer or Servicers, as the case may be, the Custodial Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Securities Administrator shall cause to be distributed to the Certificateholders of each Class (after reimbursement of all amounts due to the Servicers, the Depositor, the Swap Provider and the Trustee hereunder), in each case on the final Distribution Date and in the order set forth in Section 4.02, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, up to an amount equal to (i) as to each Class of Regular Certificates (except the Class X Certificates), the Certificate Balance thereof plus for each such Class and the Class X Certificates accrued interest thereon in the case of an interest-bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.02 and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Securities Administrator shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates 180 shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be released by paid out of the Trustee funds and other assets which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the ServicerTrust Fund which remain subject hereto.

Mortgage Loans. Upon the liquidation of any Mortgage Loan, the Master Servicer shall remit the proceeds thereof to the related Certificate Account in accordance with Sections 3.05 and 3.06 above and shall deliver to the Trustee a Request for Release requesting that the Trustee execute such instrument of release or satisfaction as is necessary to release the related Mortgaged Property from the lien of the related Mortgage. The Trustee shall, within five Business Days of its receipt of such a Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Master Servicer. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to a Certificate Account or Distribution Account. From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, including but not limited to, collection under any Title Insurance Policy, Primary Mortgage Insurance Policy, flood insurance policy or Standard Hazard Insurance Policy or to effect a partial release of any Mortgaged Property from the lien of the related Mortgage, the Master Servicer shall deliver to the Trustee a Request for Release. The Trustee shall, within five three Business Days after its receipt of such Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Master Servicer. Any such Request for Release shall obligate the Master Servicer to return each and every document previously requested from the Trustee Mortgage Loan File to the Trustee by the twentysixty-first day following the release thereof, unless (a) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the related Certificate Account or Distribution Account or the Trustee Mortgage Loan File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Master Servicer has delivered to the Trustee a certificate of the Master Servicer certifying as to the name and address of the Person to which such Trustee Mortgage Loan File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of an Officer's certificate of the Master Servicer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the applicable Certificate Account or the Distribution Account have been so deposited, or that such Mortgage Loan has become an REO Property, the Request for Release shall be released by the Trustee to the Master Servicer.

Mortgage Loans. Upon With respect to each Mortgage Loan (as identified in Schedule I-A), the liquidation applicable Originator hereby represents and warrants, and the Issuers hereby represent and warrant with respect to any Mortgage Loans pledged prior to the Series Closing Date or purchased or substituted by such Issuer from a third party (subject to Section 2.05 of any the Property Management Agreement), as of the date herein below specified or, if no such date is specified, as of the Series Closing Date, except as set forth on Schedule I hereto, that: (a) Immediately prior to the transfer and assignment of the Mortgage Loan to the Issuer, the applicable Originator had good and insurable fee title to, and was the sole owner and holder of, the Mortgage Loan, the Servicer shall remit the proceeds thereof free and clear of any and all liens, encumbrances and other interests on, in or to the related Certificate Account in accordance with Sections 3.05 Mortgage Loan. Such transfer and 3.06 above and shall deliver assignment from the applicable Originator to the Trustee Issuer of the Mortgage Loan by collateral assignment and by individual allonges of the Mortgage Notes and Assignments of the Mortgages in blank validly assigns all of such Originator’s right, title and ownership of the Mortgage Loan to the Issuer (and, with respect to the Mortgage, to the Collateral Agent) free and clear of any pledge, lien, encumbrance or security interest. (b) The applicable Originator has full right and authority to sell, contribute, assign and transfer the Mortgage Loan to the Issuer. The entire agreement with the applicable Originator (whether originated by such Originator or a Request for Release requesting that different originator) is contained in the Trustee execute Loan Documents and there are no warranties, agreements or options regarding such instrument of release Mortgage Loan or satisfaction as is necessary to release the related Mortgaged Property from not set forth therein. Other than the lien Loan Documents, there are no agreements between any predecessor in interest in the Mortgage Loan and the Borrower. (c) The information pertaining to the Mortgage Loan set forth in the mortgage loan schedule attached to the related Purchase and Sale Agreement was true and correct in all material respects as of the related MortgageTransfer Date. The Trustee shallMortgage Loan was originated or acquired in accordance with, within five Business Days of its receipt of such a Request for Release, release, or cause the Custodian to releaseand fully complies with, the related Trustee Mortgage underwriting guidelines in all material respects. The related Loan File to the Servicer. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to a Certificate Account or Distribution Account. From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, including but not limited to, collection under any Title Insurance Policy, Primary Mortgage Insurance Policy, flood insurance policy or Standard Hazard Insurance Policy or to effect a partial release of any Mortgaged Property from the lien contains all of the related Mortgage, the Servicer shall deliver documents and instruments required to the Trustee a Request for Release. be contained therein. (d) The Trustee shall, within five Business Days after its receipt of such Request for Release, release, or cause the Custodian following are “Permitted Exceptions” with respect to release, the related Trustee Mortgage Loan File to the Servicer. Any such Request for Release shall obligate the Servicer to return each and every document previously requested from the Trustee Mortgage Loan File to the Trustee by the twenty-first day following the release thereof, unless (a) the Mortgage Loan has been liquidated and the Liquidation Proceeds related Mortgaged Properties and Leases: (i) liens for real estate taxes and special assessments not yet due and payable or due but not yet delinquent, (ii) covenants, conditions and restrictions, rights-of-way, easements and other matters of public record, such exceptions being of a type or nature that are acceptable to mortgage lending institutions generally, (iii) those purchase options described under “Description of the Mortgage Loans, the Mortgaged Properties and the Leases —Terms Governing the Leases—Third Party Purchase Option” in the related Private Placement Memorandum and (iv) other matters to which like properties are commonly subject, which matters referred to in clauses (i), (ii), (iii), and (iv) do not, individually or in the aggregate, materially interfere with the value of the Mortgaged Property, or do not materially interfere or restrict the current use or operation of the Mortgaged Property relating to the Mortgage Loan have been deposited in or do not materially interfere with the related Certificate Account security intended to be provided by the Mortgage, the current use or Distribution Account or the Trustee Mortgage Loan File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure operation of the Mortgaged Property either judicially or non-judiciallythe current ability of the Mortgaged Property to generate net operating income sufficient to service the Mortgage Loan. Financing Statements have been filed and/or recorded (or, if not filed and/or recorded, have been submitted in proper form for filing and recording), in all public places necessary to perfect a valid first priority security interest in all items of personal property defined as part of the Servicer has delivered Mortgaged Property and in all cases, subject to a purchase money security interest and to the Trustee a certificate of the Servicer certifying as extent perfection may be effected pursuant to the name and address of the Person to which such Trustee Mortgage Loan File applicable law solely by recording or such document was delivered and the purpose or purposes of such delivery. Upon receipt of an Officer's certificate of the Servicer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the applicable Certificate Account or the Distribution Account have been so deposited, or that such Mortgage Loan has become an REO Property, the Request for Release shall be released by the Trustee to the Servicerfiling Financing Statements.

Mortgage Loans. Upon the liquidation of any Mortgage Loan, the Servicer shall remit the proceeds thereof to the related Certificate Account in accordance with Sections 3.05 and 3.06 above and shall deliver to the Trustee a Request for Release requesting that the Trustee execute such instrument of release or satisfaction as is necessary to release the related Mortgaged Property from the lien of the related Mortgage. The Trustee shall, within five Business Days of its receipt of such a Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to a Certificate Account or Distribution Account. MARCH 1997 STANDARD TERMS TO POOLING AND SERVICING AGREEMENT -42- From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, including but not limited to, collection under any Title Insurance Policy, Primary Mortgage Insurance Policy, flood insurance policy or Standard Hazard Insurance Policy or to effect a partial release of any Mortgaged Property from the lien of the related Mortgage, the Servicer shall deliver to the Trustee a Request for Release. The Trustee shall, within five Business Days after its receipt of such Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. Any such Request for Release shall obligate the Servicer to return each and every document previously requested from the Trustee Mortgage Loan File to the Trustee by the twenty-first day following the release thereof, unless (a) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the related Certificate Account or Distribution Account or the Trustee Mortgage Loan File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Servicer has delivered to the Trustee a certificate of the Servicer certifying as to the name and address of the Person to which such Trustee Mortgage Loan File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of an Officer's certificate of the Servicer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the applicable Certificate Account or the Distribution Account have been so deposited, or that such Mortgage Loan has become an REO Property, the Request for Release shall be released by the Trustee to the Servicer.

Mortgage Loans. Upon MLCC, concurrently with the liquidation execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to MLMI, without recourse, all of any Mortgage LoanMLCC's right, the Servicer shall remit the proceeds thereof title and interest in and to the related Certificate Account in accordance with Sections 3.05 and 3.06 above and shall deliver to the Trustee a Request for Release requesting that the Trustee execute such instrument of release or satisfaction as is necessary to release the related Mortgaged Property from the lien of the related Mortgage. The Trustee shall, within five Business Days of its receipt of such a Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to a Certificate Account or Distribution Account. From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, including but not limited to, collection under any Title Insurance Policy, Primary Mortgage Insurance Policy, flood insurance policy or Standard Hazard Insurance Policy or to effect a partial release of any Mortgaged Property from the lien of the related Mortgage, the Servicer shall deliver to the Trustee a Request for Release. The Trustee shall, within five Business Days after its receipt of such Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. Any such Request for Release shall obligate the Servicer to return each and every document previously requested from the Trustee Mortgage Loan File to the Trustee by the twenty-first day following the release thereof, unless (ai) the Mortgage Loans, including the related Mortgage Documents and all interest and principal received or receivable by MLCC on or with respect to the Mortgage Loans after the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Mortgage Loans on or before the Cut-off Date, and all other proceeds received in respect of such Mortgage Loans, (ii) MLCC's rights and obligations under the Servicing Agreement with MLCC 2004-A Mortgage Loan has been liquidated Purchase Agreement respect to the Mortgage Loans, (iii) the pledge, control and guaranty agreements and the Liquidation Proceeds Limited Purpose Surety Bond relating to the Additional Collateral Mortgage Loan have been deposited in Loans, (iv) the related Certificate Account or Distribution Account or Insurance Policies with respect to the Trustee Mortgage Loan File or such document has been delivered to an attorneyLoans, or to a public trustee (v) all cash, instruments or other public official as required by law, for purposes of initiating property held or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Servicer has delivered to the Trustee a certificate of the Servicer certifying as to the name and address of the Person to which such Trustee Mortgage Loan File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of an Officer's certificate of the Servicer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into in the applicable Certificate Account or Custodial Accounts and the Distribution Account have been so depositedand (vi) all proceeds of the conversion, voluntary or that such involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. On or prior to the Closing Date, MLCC shall deliver to MLMI or, at MLMI's direction, to the Trustee, the Trustee's Mortgage File for each Mortgage Loan has become an REO Property, in the Request for manner set forth in Section 2.01 of the Trust Agreement. Release of the Trustee's Mortgage Files on the Closing Date shall be released made against payment by MLMI of the Trustee purchase price for the Mortgage Loans. The amount of the purchase price payable by MLMI shall be set forth in writing in a separate letter. MLCC and MLMI each acknowledge that on the Closing Date, (i) MLCC will immediately transfer the Mortgage Loans to MLMI and (ii) MLMI will then immediately deposit the Servicer.Mortgage Loans into the Xxxxxxx Xxxxx Mortgage Investors Trust, Series MLCC 2004-A.

Mortgage Loans. Upon Set forth on Section 3.20 of the liquidation Company Disclosure Schedules is a list of any each Mortgage Loan owned by the Company as of the date hereof and with respect to each such Mortgage Loan (i) the loan number of the Mortgage Loan, (ii) the Servicer shall remit Principal of the proceeds thereof Mortgage Loan, (iii) the last installment paid date for the Mortgage Loan, (iv) the monthly principal and interest payment for the Mortgage Loan, (v) the interest rate of the Mortgage Loan, (vi) the state in which the Mortgage Loan Collateral for the Mortgage Loan is located, (vii) whether such Mortgage Loan is delinquent (defined as more than 60 days past due), and (viii) whether such Mortgage Loan is In Bankruptcy, In Foreclosure or In Litigation. Except as otherwise set forth on Section 3.20 of the Company Disclosure Schedules, each Mortgage Loan set forth on Section 3.20 of the Company Disclosure Schedules is a Marketable Loan and the Company has good title to, and is the sole legal and beneficial owner of, each such Mortgage Loan free and clear of any lien, claim, pledge or other encumbrance of any nature except for the security interests therein of the banks which have provided financing with respect to the related Certificate Account origination thereof. All Mortgage Loans were fully disbursed and made or consummated in accordance with Sections 3.05 and 3.06 above and shall deliver to Applicable Law covering the Trustee a Request for Release requesting that the Trustee execute such instrument of release origination or satisfaction as is necessary to release the related Mortgaged Property from the lien of the related Mortgage. The Trustee shall, within five Business Days of its receipt consummation of such a Request for Release, release, or cause the Custodian Mortgage Loans. All monies received with respect to release, the related Trustee Mortgage Loan File to the Servicer. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to a Certificate Account or Distribution Account. From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, including but not limited to, collection under any Title Insurance Policy, Primary Mortgage Insurance Policy, flood insurance policy or Standard Hazard Insurance Policy or to effect a partial release of any Mortgaged Property from the lien of the related Mortgage, the Servicer shall deliver to the Trustee a Request for Release. The Trustee shall, within five Business Days after its receipt of such Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. Any such Request for Release shall obligate the Servicer to return each and every document previously requested from the Trustee Mortgage Loan File to the Trustee by the twenty-first day following the release thereof, unless (a) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited properly accounted for and applied in the related Certificate Account course of settlement or Distribution Account or servicing. To the Trustee Mortgage Loan File or such document Sellers’ Knowledge, the Company has been delivered complied with all material contractual obligations which relate to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure any of the Mortgaged Property either judicially or non-judicially, and the Servicer has delivered to the Trustee a certificate of the Servicer certifying as to the name and address of the Person to which such Trustee Mortgage Loan File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of an Officer's certificate of the Servicer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the applicable Certificate Account or the Distribution Account have been so deposited, or that such Mortgage Loan has become an REO Property, the Request for Release shall be released by the Trustee to the ServicerLoans.

Mortgage Loans. Upon The Borrower acknowledges that the liquidation Lender has the right to perform continuing due diligence reviews with respect to the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder or otherwise, and the Borrower agrees that upon reasonable (but no less than one (1) Business Day’s) prior notice to the Borrower or the Servicer, as the case may be, the Lender or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and Servicing Records and any and all documents, records, agreements, instruments or information relating to such Mortgage LoanLoans in the possession or under the control of the Borrower, the Servicer and/or the Custodian. The Borrower also shall remit the proceeds thereof make available to the related Certificate Account in accordance with Sections 3.05 Lender a knowledgeable financial or accounting, officer for the purpose of answering questions respecting the Mortgage Files and 3.06 above and shall deliver the Mortgage Loans. Without limiting the generality of the foregoing, the Borrower acknowledges that the Lender may make Loans to the Trustee a Request for Release requesting Borrower based solely upon the information provided by the Borrower to the Lender in the Mortgage Loan Tape and the representations, warranties and covenants contained herein, and that the Trustee execute Lender, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such instrument of release or satisfaction as is necessary to release Loan, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Property from Properties and otherwise re-generating the lien of the related Mortgageinformation used to originate such Mortgage Loan. The Trustee shall, within five Business Days of its receipt of Lender may underwrite such Mortgage Loans itself or engage a Request for Release, release, or cause mutually agreed upon third party underwriter to perform such underwriting. The Borrower agrees to cooperate with the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. No expenses incurred Lender and any third party underwriter in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to a Certificate Account or Distribution Account. From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loansuch underwriting, including including, but not limited to, collection providing the Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under any Title Insurance Policythe control, Primary Mortgage Insurance Policy, flood insurance policy or Standard Hazard Insurance Policy or to effect a partial release of any Mortgaged Property from the lien of the related Mortgage, the Servicer shall deliver to the Trustee a Request for Release. The Trustee shall, within five Business Days after its receipt of such Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. Any such Request for Release shall obligate the Servicer to return each and every document previously requested from the Trustee Mortgage Loan File to the Trustee by the twenty-first day following the release thereof, unless (a) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the related Certificate Account or Distribution Account or the Trustee Mortgage Loan File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Servicer has delivered to the Trustee a certificate of the Servicer certifying as to the name and address of the Person to which such Trustee Mortgage Loan File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of an Officer's certificate of the Servicer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the applicable Certificate Account or the Distribution Account have been so deposited, or that such Mortgage Loan has become an REO Property, the Request for Release shall be released by the Trustee to the ServicerBorrower.

Mortgage Loans. Upon (a) The Mortgage Loan Schedule attached hereto is true and correct in all material respects as of its date, and the liquidation Updated Mortgage Loan Schedule to be provided to Buyer not less than five (5) Business Days prior to Closing shall be true and correct in all material respects as of its date. (b) Section 3.19(b) of the Seller Disclosure Schedule sets forth a true and correct listing in all material respects as of the date hereof of (i) all Serviced Loans originated by the Company on or after January 1, 2013; (ii) all Mortgage Loans under application with the Company, (iii) all Mortgage Loans under commitment by the Company; (iv) all Mortgage Loans under rate lock with the Company; and (v) all Mortgage Loans more than thirty (30) days past due. (c) To the Knowledge of Sellers, except as set forth on Section 3.19(c) of the Seller Disclosure Schedule, each Mortgage Loan that was originated or underwritten by the Company complied in all material respects, at the time of its origination (regardless of any corrective action taken by any Program Lender, such as a risk loss adjustment), with all applicable Laws and requirements of the applicable Program Lender that were in effect as of the origination date for mortgage loans similar to the Mortgage LoanLoans, including such Program Lender’s underwriting guidelines (the “Applicable Requirements”). To the Knowledge of Sellers, the Servicer shall remit Company has complied in all material respects with its servicing obligations under the proceeds thereof applicable Mortgage Servicing Agreement with respect to the related Certificate Account in accordance with Sections 3.05 and 3.06 above and shall deliver to the Trustee a Request for Release requesting that the Trustee execute such instrument of release or satisfaction as is necessary to release the related Mortgaged Property from the lien of the related Mortgage. The Trustee shall, within five Business Days of its receipt of such a Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to a Certificate Account or Distribution Account. From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, including with respect to the applicable required reserves (including the Required Restricted Reserve Amount) and replacement reserve requirements, and with respect to escrow administration procedures and practices. (d) Except as set forth on Section 3.19(d) of the Seller Disclosure Schedule, no Mortgage Loan is subject to any foreclosure Action or other mortgage default legal proceeding, by the Company or any Program Lender. (e) Since January 1, 2010, there has been no written demand made to the Company, Sellers or any of their Affiliates, for the repurchase of a Mortgage Loan due to the alleged breach of any representation, warranty or covenant with respect to the Mortgage applicable to such Mortgage Loan, or due to alleged fraud relating to such Mortgage Loan. (f) To the Knowledge of Sellers, each Mortgage Loan is evidenced by a Mortgage Note and is duly secured by a valid, subsisting, enforceable and perfected first lien or subordinated lien on the related Mortgaged Property, in each case, on such forms and with such terms as comply with all Applicable Requirements. To the Knowledge of Sellers, each Mortgage related to a Mortgage Loan creates an ownership interest in an estate in fee simple in the Mortgaged Property. To the Knowledge of Sellers, each Mortgage Note related to a Mortgage Loan and the related Mortgage is genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms, subject to bankruptcy, insolvency and similar Laws affecting generally the enforcement of creditors’ rights and the discretion of a court to grant specific performance. To the Knowledge of Sellers, no Mortgage Loan is subject to any rights of rescission, set-off, counterclaim or defense, nor will the operation of any of the terms of the applicable Mortgage Note or the Mortgage, or the exercise of any right thereunder, render either such Mortgage Note or such Mortgage unenforceable by the lender, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim, or defense has been asserted with respect thereto. (g) To the Knowledge of Sellers, all buildings or other customary insured improvements upon each Mortgaged Property related to a Mortgage Loan are insured by a qualified insurer acceptable under the DUS Guide or such other applicable Program Lender guidelines against loss by fire, hazards of extended coverage and such other hazards as are provided for in the DUS Guide or such other applicable Program Lender guidelines, pursuant to insurance policies conforming to Applicable Requirements. (h) To the Knowledge of Sellers, any requirements of any applicable Law including usury, truth in lending, real estate settlement procedures, consumer credit protection, predatory and abusive lending Laws, equal credit opportunity, fair housing and disclosure laws or unfair and deceptive practices Laws applicable to the origination and servicing of mortgage loans of a type similar to the Mortgage Loans have been complied with. To the Knowledge of Sellers, each Mortgage Loan at the time it was made complied in all material respects with applicable local, state, and federal Laws, including, but not limited to, collection under any Title Insurance Policyall applicable predatory and abusive lending Laws. (i) To the Knowledge of Sellers, Primary each Mortgage Insurance Policyis properly recorded, flood insurance policy has been presented for recording and will be a valid, perfecting and enforceable either first Lien and first priority or Standard Hazard Insurance Policy or subordinated Lien and subordinated priority security interest with respect to effect a partial release of any Mortgaged Property from the lien of the related Mortgage, the Servicer shall deliver to the Trustee a Request for Release. The Trustee shall, within five Business Days after its receipt of such Request for Release, release, or cause the Custodian to release, the related Trustee each Mortgage Loan File to the Servicer. Any such Request for Release shall obligate the Servicer to return each and every document previously requested from the Trustee Mortgage Loan File to the Trustee by the twenty-first day following the release thereof, unless (a) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the related Certificate Account or Distribution Account or the Trustee Mortgage Loan File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of on the Mortgaged Property either judicially or non-judiciallyProperty, including all improvements on the Mortgaged Property. To the Knowledge of Sellers, any Mortgage Document related to and the Servicer has delivered to the Trustee a certificate of the Servicer certifying as to the name and address of the Person to which such Trustee Mortgage Loan File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of an Officer's certificate of the Servicer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation which the Mortgage Loans establishes and creates a valid, existing and enforceable (i) first Lien and first priority security interest with respect to each first Lien Mortgage Loan, or (ii) subordinated Lien and subordinated priority security interest with respect to each subordinated Lien Mortgage Loan, in either case, on the property described therein. To the Knowledge of Sellers, each Mortgage Note is not and has not been secured by any collateral other than the Lien of the corresponding Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to in this paragraph. (j) To the Knowledge of Sellers, each Mortgage Note and related Mortgage are required original and genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in all respects in accordance with its terms. To the Knowledge of Sellers, all parties to be deposited each Mortgage Note and each Mortgage had legal capacity to enter into the applicable Certificate Account or the Distribution Account each Mortgage Loan and to execute and deliver each Mortgage Note and each Mortgage, and each Mortgage Note and each Mortgage have been so depositedduly and properly executed by such parties. To the Knowledge of Sellers, the borrower under each Mortgage has received all disclosure materials required by applicable Law with respect to the making of fixed or that such adjustable rate mortgage loans, as applicable. (k) To the Knowledge of Sellers, the relevant Mortgage Loan has become an REO Property, the Request for Release shall be released by the Trustee to the Servicerfiles are complete and accurate and are being maintained in all material respects in accordance with all Applicable Requirements.

Mortgage Loans. Upon The Borrower acknowledges that the liquidation Lender -------------- has the right to perform continuing due diligence reviews with respect to the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder or otherwise, and the Borrower agrees that upon reasonable (but no less than one (1) Business Day's) prior notice to the Borrower or the Servicer, as the case may be, the Lender or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and Servicing Records and any and all documents, records, agreements, instruments or information relating to such Mortgage LoanLoans in the possession or under the control of the Borrower, the Servicer and/or the Custodian. The Borrower also shall remit the proceeds thereof make available to the related Certificate Account in accordance with Sections 3.05 Lender a knowledgeable financial or accounting, officer for the purpose of answering questions respecting the Mortgage Files and 3.06 above and shall deliver the Mortgage Loans. Without limiting the generality of the foregoing, the Borrower acknowledges that the Lender may make Loans to the Trustee a Request for Release requesting Borrower based solely upon the information provided by the Borrower to the Lender in the Mortgage Loan Tape and the representations, warranties and covenants contained herein, and that the Trustee execute Lender, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such instrument of release or satisfaction as is necessary to release Loan, including without limitation ordering new credit reports and new appraisals on the related -41- Mortgaged Property from Properties and otherwise re-generating the lien of the related Mortgageinformation used to originate such Mortgage Loan. The Trustee shall, within five Business Days of its receipt of Lender may underwrite such Mortgage Loans itself or engage a Request for Release, release, or cause mutually agreed upon third party underwriter to perform such underwriting. The Borrower agrees to cooperate with the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. No expenses incurred Lender and any third party underwriter in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to a Certificate Account or Distribution Account. From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loansuch underwriting, including including, but not limited to, collection providing the Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under any Title Insurance Policythe control, Primary Mortgage Insurance Policy, flood insurance policy or Standard Hazard Insurance Policy or to effect a partial release of any Mortgaged Property from the lien of the related Mortgage, the Servicer shall deliver to the Trustee a Request for Release. The Trustee shall, within five Business Days after its receipt of such Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. Any such Request for Release shall obligate the Servicer to return each and every document previously requested from the Trustee Mortgage Loan File to the Trustee by the twenty-first day following the release thereof, unless (a) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the related Certificate Account or Distribution Account or the Trustee Mortgage Loan File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Servicer has delivered to the Trustee a certificate of the Servicer certifying as to the name and address of the Person to which such Trustee Mortgage Loan File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of an Officer's certificate of the Servicer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the applicable Certificate Account or the Distribution Account have been so deposited, or that such Mortgage Loan has become an REO Property, the Request for Release shall be released by the Trustee to the ServicerBorrower.

Mortgage Loans. As of the Closing Date, in consideration of the Issuer’s delivery of the Notes and the Ownership Certificate to the Depositor or its designee, and concurrently with the execution and delivery of this Agreement, the Depositor does hereby transfer, assign, set over, deposit with and otherwise convey to the Issuer, without recourse, subject to Section 3.01, in trust, all the right, title and interest of the Depositor in and to the Mortgage Loans. Such conveyance includes, without limitation, the right to all payments of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date (other than payments of principal and interest due on or before such date), and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date together with all of the Depositor’s right, title and interest in any REO Property and the proceeds thereof, the Depositor’s rights under any Insurance Policies related to the Mortgage Loans, the Depositor’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties and any proceeds of the foregoing, to have and to hold, in trust; and the Indenture Trustee declares that, subject to the review provided for in Section 2.02, it has received and shall hold the Trust Estate, as Indenture Trustee, in trust, for the benefit and use of the Noteholders and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, the Issuer has issued and delivered the Notes and the Ownership Certificate to or upon the order of the Depositor, in exchange for the Mortgage Loans and the other property of the Trust Estate. On the Closing Date, the Seller will remit the Initial Deposit to the Trust Administrator for deposit in the Collection Account. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Issuer all of its rights and interest under the Mortgage Loan Purchase Agreement but without delegation of any of its obligations thereunder. The Issuer hereby accepts such assignment, and shall be entitled to exercise all the rights of the Depositor under the Mortgage Loan Purchase Agreement as if, for such purpose, it were the Depositor. Upon the liquidation issuance of the Notes, ownership in the Trust Estate shall be vested in the Issuer, subject to the lien created by the Indenture in favor of the Indenture Trustee, for the benefit of the Noteholders. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Indenture Trustee of any Mortgage Loanobligation of the Depositor, the Servicer shall remit the proceeds thereof to the related Certificate Account in accordance with Sections 3.05 and 3.06 above and shall deliver to the Trustee a Request for Release requesting that the Trustee execute such instrument of release or satisfaction as is necessary to release the related Mortgaged Property from the lien of the related Mortgage. The Trustee shall, within five Business Days of its receipt of such a Request for Release, releaseSeller, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. No expenses incurred any other Person in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to a Certificate Account or Distribution Account. From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, including but not limited to, collection under any Title Insurance Policy, Primary Mortgage Insurance Policy, flood insurance policy or Standard Hazard Insurance Policy or to effect a partial release of any Mortgaged Property from the lien of the related Mortgage, the Servicer shall deliver to the Trustee a Request for Release. The Trustee shall, within five Business Days after its receipt of such Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. Any such Request for Release shall obligate the Servicer to return each and every document previously requested from the Trustee Mortgage Loan File to the Trustee by the twenty-first day following the release thereof, unless (a) the Mortgage Loan has been liquidated and the Liquidation Proceeds Loans or any other agreement or instrument relating to the Mortgage Loan have been deposited in the related Certificate Account or Distribution Account or the Trustee Mortgage Loan File or such document has been delivered to an attorney, or to a public trustee or other public official thereto except as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Servicer has delivered to the Trustee a certificate of the Servicer certifying as to the name and address of the Person to which such Trustee Mortgage Loan File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of an Officer's certificate of the Servicer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the applicable Certificate Account or the Distribution Account have been so deposited, or that such Mortgage Loan has become an REO Property, the Request for Release shall be released by the Trustee to the Servicerspecifically set forth herein.

Mortgage Loans. Upon With respect to each Mortgage Loan (as identified in Schedule I-A), the liquidation applicable Issuer hereby represents and warrants with respect to any Mortgage Loans pledged by it prior to the Series Closing Date or purchased or substituted by such Issuer from a third party (subject to Section 2.05 of any the Property Management Agreement), as of the date herein below specified or, if no such date is specified, as of the Series Closing Date, except as set forth on Schedule I hereto, that: (a) Immediately prior to the transfer and assignment of the Mortgage Loan to such Issuer, the applicable Originator had good and insurable fee title to, and was the sole owner and holder of, the Mortgage Loan, the Servicer shall remit the proceeds thereof free and clear of any and all liens, encumbrances and other interests on, in or to the related Certificate Account Mortgage Loan. Such transfer and assignment from the applicable Originator to such Issuer of the Mortgage Loan by collateral assignment and by individual allonges of the Mortgage Notes and Assignments of the Mortgages in accordance blank validly assigns all of such Originator’s right, title and ownership of the Mortgage Loan to such Issuer (and, with Sections 3.05 and 3.06 above and shall deliver respect to the Trustee Mortgage, to the Collateral Agent) free and clear of any pledge, lien, encumbrance or security interest. (b) The applicable Originator has full right and authority to sell, contribute, assign and transfer the Mortgage Loan to such Issuer. The entire agreement with the applicable Originator (whether originated by such Originator or a Request for Release requesting that different originator) is contained in the Trustee execute Loan Documents and there are no warranties, agreements or options regarding such instrument of release Mortgage Loan or satisfaction as is necessary to release the related Mortgaged Property from not set forth therein. Other than the lien Loan Documents, there are no agreements between any predecessor in interest in the Mortgage Loan and the Borrower. (c) The information pertaining to the Mortgage Loan set forth in the mortgage loan schedule attached to the related Purchase and Sale Agreement was true and correct in all material respects as of the related MortgageTransfer Date. The Trustee shallMortgage Loan was originated or acquired in accordance with, within five Business Days of its receipt of such a Request for Release, release, or cause the Custodian to releaseand fully complies with, the related Trustee Mortgage underwriting guidelines in all material respects. The related Loan File to the Servicer. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to a Certificate Account or Distribution Account. From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, including but not limited to, collection under any Title Insurance Policy, Primary Mortgage Insurance Policy, flood insurance policy or Standard Hazard Insurance Policy or to effect a partial release of any Mortgaged Property from the lien contains all of the related Mortgage, the Servicer shall deliver documents and instruments required to the Trustee a Request for Release. be contained therein. (d) The Trustee shall, within five Business Days after its receipt of such Request for Release, release, or cause the Custodian following are “Permitted Exceptions” with respect to release, the related Trustee Mortgage Loan File to the Servicer. Any such Request for Release shall obligate the Servicer to return each and every document previously requested from the Trustee Mortgage Loan File to the Trustee by the twenty-first day following the release thereof, unless (a) the Mortgage Loan has been liquidated and the Liquidation Proceeds related Mortgaged Properties and Leases: (i) liens for real estate taxes and special assessments not yet due and payable or due but not yet delinquent, (ii) covenants, conditions and restrictions, rights-of-way, easements and other matters of public record, such exceptions being of a type or nature that are acceptable to mortgage lending institutions generally, (iii) those purchase options described under “Description of the Mortgage Loans, the Mortgaged Properties and the Leases—Terms Governing the Leases—Third Party Purchase Option” in the related Private Placement Memorandum and (iv) other matters to which like properties are commonly subject, which matters referred to in clauses (i), (ii), (iii), and (iv) do not, individually or in the aggregate, materially interfere with the value of the Mortgaged Property, or do not materially interfere or restrict the current use or operation of the Mortgaged Property relating to the Mortgage Loan have been deposited in or do not materially interfere with the related Certificate Account security intended to be provided by the Mortgage, the current use or Distribution Account or the Trustee Mortgage Loan File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure operation of the Mortgaged Property either judicially or non-judiciallythe current ability of the Mortgaged Property to generate net operating income sufficient to service the Mortgage Loan. Financing Statements have been filed and/or recorded (or, if not filed and/or recorded, have been submitted in proper form for filing and recording), in all public places necessary to perfect a valid first priority security interest in all items of personal property defined as part of the Servicer has delivered Mortgaged Property and in all cases, subject to a purchase money security interest and to the Trustee a certificate of the Servicer certifying as extent perfection may be effected pursuant to the name and address of the Person to which such Trustee Mortgage Loan File applicable law solely by recording or such document was delivered and the purpose or purposes of such delivery. Upon receipt of an Officer's certificate of the Servicer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the applicable Certificate Account or the Distribution Account have been so deposited, or that such Mortgage Loan has become an REO Property, the Request for Release shall be released by the Trustee to the Servicerfiling Financing Statements.

Mortgage Loans. Upon the liquidation of any Mortgage Loan, the Master Servicer shall remit the proceeds thereof to the related Certificate Account in accordance with Sections 3.05 and 3.06 above and shall deliver to the Trustee a Request for Release requesting that the Trustee execute such instrument of release or satisfaction as is necessary to release the related Mortgaged Property from the lien of the related Mortgage. The Trustee shall, within five Business Days of its receipt of such a Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Master Servicer. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to a Certificate Account or Distribution Account. From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, including but not limited to, collection under any Title Insurance Policy, Primary Mortgage Insurance Policy, flood insurance policy or Standard Hazard Insurance Policy or to effect a partial release of any Mortgaged Property from the lien of the related Mortgage, the Master Servicer shall deliver to the Trustee a Request for Release. The Trustee shall, within five Business Days after its receipt of such Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Master Servicer. Any such Request for Release shall obligate the Master Servicer to return each and every document previously requested from the Trustee Mortgage Loan File to the Trustee by the twenty-first day following the release thereof, unless (a) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the related Certificate Account or Distribution Account or the Trustee Mortgage Loan File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Master Servicer has delivered to the Trustee a certificate of the Master Servicer certifying as to the name and address of the Person to which such Trustee Mortgage Loan File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of an Officer's certificate of the Master Servicer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the applicable Certificate Account or the Distribution Account have been so deposited, or that such Mortgage Loan has become an REO Property, the Request for Release shall be released by the Trustee to the Master Servicer.

Mortgage Loans. Upon The Borrowers acknowledge that the liquidation Lender has the right to perform continuing due diligence reviews with respect to the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder or otherwise, and the Borrowers agree that upon reasonable (but no less than one (1) Business Day's) prior notice to the Borrowers or the Servicer, as the case may be, the Lender or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and Servicing Records and any and all documents, records, agreements, instruments or information relating to such Mortgage LoanLoans in the possession or under the control of the Borrowers, the Servicer and/or the Custodian. The Borrowers also shall remit the proceeds thereof make available to the related Certificate Account in accordance with Sections 3.05 Lender a knowledgeable financial or accounting, officer for the purpose of answering questions respecting the Mortgage Files and 3.06 above and shall deliver the Mortgage Loans. Without limiting the generality of the foregoing, the Borrowers acknowledge that the Lender may make Loans to the Trustee a Request for Release requesting Borrowers based solely upon the information provided by the Borrowers to the Lender in the Mortgage Loan Data File and the representations, warranties and covenants contained herein, and that the Trustee execute Lender, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such instrument of release or satisfaction as is necessary to release Loan, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Property from Properties and otherwise re-generating the lien of the related Mortgageinformation used to originate such Mortgage Loan. The Trustee shall, within five Business Days of its receipt of Lender may underwrite such Mortgage Loans itself or engage a Request for Release, release, or cause mutually agreed upon third party underwriter to perform such underwriting. The Borrowers agree to cooperate with the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. No expenses incurred Lender and any third party underwriter in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to a Certificate Account or Distribution Account. From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loansuch underwriting, including including, but not limited to, collection providing the Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under any Title Insurance Policythe control, Primary Mortgage Insurance Policy, flood insurance policy or Standard Hazard Insurance Policy or to effect a partial release of any Mortgaged Property from the lien of the related Mortgage, the Servicer shall deliver to the Trustee a Request for Release. The Trustee shall, within five Business Days after its receipt of such Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. Any such Request for Release shall obligate the Servicer to return each and every document previously requested from the Trustee Mortgage Loan File to the Trustee by the twenty-first day following the release thereof, unless (a) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the related Certificate Account or Distribution Account or the Trustee Mortgage Loan File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Servicer has delivered to the Trustee a certificate of the Servicer certifying as to the name and address of the Person to which such Trustee Mortgage Loan File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of an Officer's certificate of the Servicer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the applicable Certificate Account or the Distribution Account have been so deposited, or that such Mortgage Loan has become an REO Property, the Request for Release shall be released by the Trustee to the ServicerBorrowers.

Mortgage Loans. Upon The Borrower acknowledges that the liquidation Lender has the right to perform continuing due diligence reviews with respect to the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Borrower agrees that upon reasonable (but no less than one (1) Business Day's) prior notice to the Borrower or the Servicer, as the case may be, the Lender or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and Servicing Records and any and all documents, records, agreements, instruments or information relating to such Mortgage LoanLoans in the possession or under the control of the Borrower, the Servicer and/or the Custodian. The Borrower also shall remit the proceeds thereof make available to the related Certificate Account in accordance with Sections 3.05 Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and 3.06 above and shall deliver the Mortgage Loans. Without limiting the generality of the foregoing, the Borrower acknowledges that the Lender may make Loans to the Trustee a Request for Release requesting Borrower based solely upon the information provided by the Borrower to the Lender in the Mortgage Loan Tape and the representations, warranties and covenants contained herein, and that the Trustee execute Lender, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such instrument of release or satisfaction as is necessary to release Loan, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Property from Properties and otherwise re-generating the lien of the related Mortgageinformation used to originate such Mortgage Loan. The Trustee shall, within five Business Days of its receipt of Lender may underwrite such Mortgage Loans itself or engage a Request for Release, release, or cause mutually agreed upon third party underwriter to perform such underwriting. The Borrower agrees to cooperate with the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. No expenses incurred Lender and any third party underwriter in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to a Certificate Account or Distribution Account. From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loansuch underwriting, including including, but not limited to, collection providing the Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under any Title Insurance Policythe control, Primary Mortgage Insurance Policy, flood insurance policy or Standard Hazard Insurance Policy or to effect a partial release of any Mortgaged Property from the lien of the related Mortgage, the Servicer shall deliver to the Trustee a Request for Release. The Trustee shall, within five Business Days after its receipt of such Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. Any such Request for Release shall obligate the Servicer to return each and every document previously requested from the Trustee Mortgage Loan File to the Trustee by the twenty-first day following the release thereof, unless (a) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the related Certificate Account or Distribution Account or the Trustee Mortgage Loan File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Servicer has delivered to the Trustee a certificate of the Servicer certifying as to the name and address of the Person to which such Trustee Mortgage Loan File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of an Officer's certificate of the Servicer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the applicable Certificate Account or the Distribution Account have been so deposited, or that such Mortgage Loan has become an REO Property, the Request for Release shall be released by the Trustee to the ServicerBorrower.

Mortgage Loans. Upon the liquidation of any Mortgage Loan, the Servicer shall remit the proceeds thereof to the related Certificate Account in accordance with Sections 3.05 and 3.06 above and shall deliver to the Trustee a Request for Release requesting that the Trustee execute such instrument of release or satisfaction as is necessary to release the related Mortgaged Property from the lien of the related Mortgage. The Trustee shall, within five Business Days of its receipt of such a Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to a Certificate Account or Distribution Account. From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, including but not limited to, collection under any Title Insurance Policy, Primary Mortgage Insurance Policy, flood insurance policy or Standard Hazard Insurance Policy or to effect a partial release of any Mortgaged Property from the lien of the related Mortgage, the Servicer shall deliver to the Trustee a Request for Release. The Trustee shall, within five Business Days after its receipt of such Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. Any such Request for Release shall obligate the Servicer to return each and every document previously requested from the Trustee Mortgage Loan File to the Trustee by the twenty-first day following the release thereof, unless (a) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the related Certificate Account or Distribution Account or the Trustee Mortgage Loan File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Servicer has delivered to the Trustee a certificate of the Servicer certifying as to the name and address of the Person to which such Trustee Mortgage Loan File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of an Officer's certificate of the Servicer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the applicable Certificate Account or the Distribution Account have been so deposited, or that such Mortgage Loan has become an REO Property, the Request for Release shall be released by the Trustee to the Servicer.

Mortgage Loans. Upon Subject to the liquidation conditions set forth in paragraph (b) below, in consideration of any Mortgage Loanthe Trustee's delivery on the Additional Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Group 3 Pre-Funding Account, the Servicer Depositor shall remit on any Additional Transfer Date sell, transfer, assign, set over and convey without recourse to the proceeds thereof Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Additional Group 3 Mortgage Loans identified on the Schedule of Additional Mortgage Loans attached to the related Certificate Account Additional Transfer Instrument delivered by the Depositor on such Additional Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in accordance respect of interest and principal due after the Subsequent Cut-off Date and (iii) all items with Sections 3.05 respect to such Additional Group 3 Mortgage Loans to be delivered pursuant to Section 2.01 and 3.06 above the other items in the related Mortgage Files; provided, however, that the Depositor reserves and shall deliver retains all right, title and interest in and to principal received and interest accruing on the Additional Group 3 Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee a Request for Release requesting that deposit in the Mortgage Pool by the Depositor of the Additional Group 3 Mortgage Loans identified on the Schedule of Additional Mortgage Loans shall be absolute and is intended by the Depositor, the Servicer, the Trustee execute such instrument of release or satisfaction and the Certificateholders to constitute and to be treated as is necessary to release the related Mortgaged Property from the lien a sale of the related MortgageAdditional Group 3 Mortgage Loans by the Depositor to the Trust Fund. The Trustee shall, within five Business Days of its receipt of such a Request related Mortgage File for Release, release, or cause the Custodian to release, the related Trustee each Additional Group 3 Mortgage Loan File to the Servicer. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to a Certificate Account or Distribution Account. From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, including but not limited to, collection under any Title Insurance Policy, Primary Mortgage Insurance Policy, flood insurance policy or Standard Hazard Insurance Policy or to effect a partial release of any Mortgaged Property from the lien of the related Mortgage, the Servicer shall deliver to the Trustee a Request for Release. The Trustee shall, within five Business Days after its receipt of such Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. Any such Request for Release shall obligate the Servicer to return each and every document previously requested from the Trustee Mortgage Loan File to the Trustee by the twenty-first day following the release thereof, unless (a) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the related Certificate Account or Distribution Account or the Trustee Mortgage Loan File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Servicer has delivered to the Trustee a certificate of the Servicer certifying as at least three Business Days prior to the name and address of the Person to which such Trustee Mortgage Loan File or such document was delivered and the purpose or purposes of such deliveryrelated Additional Transfer Date. Upon receipt of an Officer's certificate of the Servicer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the applicable Certificate Account or the Distribution Account have been so deposited, or that such Mortgage Loan has become an REO Property, the Request for Release shall be released The purchase price paid by the Trustee to from amounts released from the ServicerGroup 3 Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Principal Balance of the related Additional Group 3 Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

Mortgage Loans. Upon With respect to each Mortgage Loan (as identified in Schedule I-A), the liquidation applicable Issuer hereby represents and warrants with respect to any Mortgage Loans pledged by it prior to the Series Closing Date or purchased or substituted by such Issuer from a third party (subject to Section 2.05 of any the Property Management Agreement), as of the date herein below specified or, if no such date is specified, as of the Series Closing Date, except as set forth on Schedule I hereto, that: (a) Immediately prior to the transfer and assignment of the Mortgage Loan to such Issuer, the applicable Originator had good and insurable fee title to, and was the sole owner and holder of, the Mortgage Loan, the Servicer shall remit the proceeds thereof free and clear of any and all liens, encumbrances and other interests on, in or to the related Certificate Account Mortgage Loan. Such transfer and assignment from the applicable Originator to such Issuer of the Mortgage Loan by collateral assignment and by individual allonges of the Mortgage Notes and Assignments of the Mortgages in accordance blank validly assigns all of such Originator’s right, title and ownership of the Mortgage Loan to such Issuer (and, with Sections 3.05 and 3.06 above and shall deliver respect to the Trustee Mortgage, to the Collateral Agent) free and clear of any pledge, lien, encumbrance or security interest. (b) The applicable Originator has full right and authority to sell, contribute, assign and transfer the Mortgage Loan to such Issuer. The entire agreement with the applicable Originator (whether originated by such Originator or a Request for Release requesting that different originator) is contained in the Trustee execute Loan Documents and there are no warranties, agreements or options regarding such instrument of release Mortgage Loan or satisfaction as is necessary to release the related Mortgaged Property from not set forth therein. Other than the lien Loan Documents, there are no agreements between any predecessor in interest in the Mortgage Loan and the Borrower. (c) The information pertaining to the Mortgage Loan set forth in the mortgage loan schedule attached to the related Purchase and Sale Agreement was true and correct in all material respects as of the related MortgageTransfer Date. The Trustee shallMortgage Loan was originated or acquired in accordance with, within five Business Days of its receipt of such a Request for Release, release, or cause the Custodian to releaseand fully complies with, the related Trustee Mortgage underwriting guidelines in all material respects. The related Loan File to the Servicer. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to a Certificate Account or Distribution Account. From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, including but not limited to, collection under any Title Insurance Policy, Primary Mortgage Insurance Policy, flood insurance policy or Standard Hazard Insurance Policy or to effect a partial release of any Mortgaged Property from the lien contains all of the related Mortgage, the Servicer shall deliver documents and instruments required to the Trustee a Request for Release. be contained therein. (d) The Trustee shall, within five Business Days after its receipt of such Request for Release, release, or cause the Custodian following are “Permitted Exceptions” with respect to release, the related Trustee Mortgage Loan File to the Servicer. Any such Request for Release shall obligate the Servicer to return each and every document previously requested from the Trustee Mortgage Loan File to the Trustee by the twenty-first day following the release thereof, unless (a) the Mortgage Loan has been liquidated and the Liquidation Proceeds related Mortgaged Properties and Leases: (i) liens for real estate taxes and special assessments not yet due and payable or due but not yet delinquent, (ii) covenants, conditions and restrictions, rights-of-way, easements and other matters of public record, such exceptions being of a type or nature that are acceptable to mortgage lending institutions generally, (iii) those purchase options described under “Description of the Mortgage Loans, the Mortgaged Properties and the Leases —Terms Governing the Leases—Third Party Purchase Option” in the related Private Placement Memorandum and (iv) other matters to which like properties are commonly subject, which matters referred to in clauses (i), (ii), (iii), and (iv) do not, individually or in the aggregate, materially interfere with the value of the Mortgaged Property, or do not materially interfere or restrict the current use or operation of the Mortgaged Property relating to the Mortgage Loan have been deposited in or do not materially interfere with the related Certificate Account security intended to be provided by the Mortgage, the current use or Distribution Account or the Trustee Mortgage Loan File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure operation of the Mortgaged Property either judicially or non-judiciallythe current ability of the Mortgaged Property to generate net operating income sufficient to service the Mortgage Loan. Financing Statements have been filed and/or recorded (or, if not filed and/or recorded, have been submitted in proper form for filing and recording), in all public places necessary to perfect a valid first priority security interest in all items of personal property defined as part of the Servicer has delivered Mortgaged Property and in all cases, subject to a purchase money security interest and to the Trustee a certificate of the Servicer certifying as extent perfection may be effected pursuant to the name and address of the Person to which such Trustee Mortgage Loan File applicable law solely by recording or such document was delivered and the purpose or purposes of such delivery. Upon receipt of an Officer's certificate of the Servicer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the applicable Certificate Account or the Distribution Account have been so deposited, or that such Mortgage Loan has become an REO Property, the Request for Release shall be released by the Trustee to the Servicerfiling Financing Statements.

Mortgage Loans. Upon the liquidation of any Mortgage Loan, the Servicer shall remit the proceeds thereof to the related Certificate Account (a) All Custodial Accounts and Related Escrow Accounts are maintained in all material respects in accordance with Sections 3.05 and 3.06 above and shall deliver Applicable Requirements. Except as to payments that are deposited in a clearing account for subsequent deposit into the Trustee a Request for Release requesting that the Trustee execute such instrument of release or satisfaction as is necessary to release the related Mortgaged Property from the lien of the related Mortgage. The Trustee shall, within five Business Days of its receipt of such a Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to a Certificate applicable Custodial Account or Distribution Account. From time to time Related Escrow Account within two Business Days, all Custodial Account and as appropriate for the servicing or foreclosure of any Mortgage Loan, including but not limited to, collection under any Title Insurance Policy, Primary Mortgage Insurance Policy, flood insurance policy or Standard Hazard Insurance Policy or to effect a partial release of any Mortgaged Property from the lien of the related Mortgage, the Servicer shall deliver to the Trustee a Request for Release. The Trustee shall, within five Business Days after its receipt of such Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. Any such Request for Release shall obligate the Servicer to return each and every document previously requested from the Trustee Mortgage Loan File to the Trustee Related Escrow Account balances required by the twenty-first day following the release thereof, unless (a) the Mortgage Loan has been liquidated Documents and paid to the Sellers for the account of the Mortgagor and the Liquidation Proceeds relating Sellers are on deposit in the appropriate Custodial Accounts. (b) Except as set forth in Section 3.23(b) of the Disclosure Schedule, all payments for Taxes, assessments, ground rents, mortgage insurance, hazard and flood insurance or other payments made from the Related Escrow Accounts have been made as required by Applicable Requirements in all material respects, and the Sellers have paid to the Mortgage Loan have been Mortgagor interest on any such payments deposited in the related Certificate Account or Distribution Account or Related Escrow Accounts to the Trustee Mortgage Loan File or extent such document has been delivered to an attorney, or to a public trustee or other public official as payment is required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure Applicable Requirements. (c) Except as set forth in Section 3.23(c) of the Mortgaged Property either judicially or nonDisclosure Schedule, within the 12-judicially, and the Servicer has delivered month period prior to the Trustee a certificate of date hereof, the Servicer certifying as to Sellers have analyzed the name and address of the Person to which such Trustee Mortgage Loan File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of an Officer's certificate of the Servicer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation which are payments required to be deposited into the Related Escrow Accounts and adjusted the payments thereto in order to eliminate any deficiency that the Sellers may have discovered, except with respect to Mortgage Loans received by the Sellers within the 12-month period prior to the date hereof. Where required by Applicable Requirements, the Sellers have notified each Mortgagor, in accordance with the Applicable Requirements, as to any payment adjustments which resulted from an escrow analysis. (d) Except as disclosed to the Purchaser on the March 31 Data Tape or in the Data Base and consistent with the Applicable Requirements or as set forth in Section 3.23(d) of the Disclosure Schedule, the Sellers have not waived any material default, breach, violation or event of acceleration, except for deferrals of interest, the modification of payment terms pursuant to a written loan modification or forbearance agreement, the waiver of fees incidental to the mitigation of losses on delinquent Mortgage Loans or as otherwise required under the SPA. To the extent that any such waiver is reflected in the March 31 Data Tape and the Data Base, the disclosure relating to such waiver is reflected consistently in all material respects in the March 31 Data Tape and the Data Base. (e) The Mortgage Loans are validly insured by a PMI Policy to the extent required by the applicable Certificate Account Servicing Agreement, except where the failure to be so insured is not the contractual, legal or financial responsibility of the Sellers or the Distribution Account Purchaser as the transferee Servicer under Applicable Requirements, and all premiums or other charges due in connection with such insurance have been paid, except where the failure to be so depositedpaid is not the contractual, legal or financial responsibility of the Sellers or the Purchaser as the transferee Servicer. There has been no act or omission by the Sellers that would or may invalidate any such PMI Policy with respect to the Purchaser. (f) If required by the Applicable Requirements, there is in force with respect to each Mortgaged Property a hazard insurance policy that provides, at a minimum, for fire and extended coverage in an amount which is in no event less than the amount required under such Applicable Requirements. Except as would not have a Material Adverse Effect, if required by the Flood Disaster Protection Act of 1973 or by the applicable Investor, each Mortgaged Property is and will be covered by a flood insurance policy in an amount not less than the maximum amount of insurance required under Applicable Requirements. To the Knowledge of the Sellers, all such insurance policies are in full force and effect, and all premiums with respect to such policies have been paid and will inure to the benefit of the Purchaser on behalf of the applicable Investor upon the consummation of the transactions contemplated by this Agreement. To the Knowledge of the Sellers, no Seller, Originator or Prior Servicer has engaged in any act or omission that would materially impair the coverage of any such policy, the benefits of the endorsement provided for therein, or the validity and binding effect of either for which the Servicer is responsible to the Investor under the Servicing Agreement or Underlying Documents or to any borrower. (g) The March 31 Data Tape, the Closing Data Tape, the Loan File, the Data Base and the Servicer’s rights under the applicable Servicing Agreement to obtain documents maintained by the applicable document custodian, contain all items, documents, instruments and agreements required to service the Mortgage Loans under the applicable Servicing Agreement, except to the extent that any missing item, document, instrument or agreement would not adversely affect the Purchaser’s ability to enforce the terms of the applicable Mortgage Loans following the Closing Date or the Purchaser’s ability to service the applicable Mortgage Loans following the Closing Date in accordance with the Applicable Requirements, provided, however, that the Sellers make no representation as to any trustee’s or document custodian’s compliance with its obligations under the applicable Servicing Agreements, or either of the Sellers’ or Originator’s obligation to transmit Mortgage Loan Documents to the applicable trustee or document custodian, except if the Servicer is responsible under the Servicing Agreement for either. (h) Payments received by the Sellers with respect to any Mortgage Loans have been remitted and properly accounted for as required by Applicable Requirements in all material respects. All funds received by the Sellers in connection with the satisfaction of Mortgage Loans, including foreclosure proceeds and insurance proceeds from hazard losses, have been deposited in the appropriate Custodial Account and all such funds have been applied to pay accrued interest on the Mortgage Loans, to reduce the principal balance of the Mortgage Loans in question, or for reimbursement of repairs to the Mortgaged Property or as otherwise required by Applicable Requirements and the Servicing Agreements or permitted by any Servicing Agreements or are and will be in one of the Custodial Accounts on the Closing Date. Except as would not have a Material Adverse Effect, all Taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments, or ground rents which previously became due and owing have (to the extent either of the Sellers maintains a Related Escrow Account with respect thereto) been paid prior to the imposition of any penalty with respect thereto to the extent so required to be paid by the Sellers, as Servicer, pursuant to the Applicable Requirements, or an escrow of funds with respect to Taxes and insurance premiums has been established in an amount sufficient (based on the most recent escrow analysis thereof performed in accordance with the Applicable Requirements) to pay for such item which remains unpaid and which has been assessed but is not yet due and payable to the extent so required pursuant to the Applicable Requirements. (i) No Custodial Files for any Mortgage Loan, including with respect to any Mortgage Loan Document for which the Purchaser is responsible to the Investor, contains a material deficiency that would have an adverse effect on the Servicing of such Mortgage Loan in accordance with the Applicable Requirements and for which the Servicer is responsible under the applicable Servicing Agreement. (j) The Servicing of each Mortgage Loan and REO Property has become an REO been performed in all material respects in accordance with Applicable Requirements. (k) Except as set forth in Section 3.23(k) of the Disclosure Schedule, none of the Servicing Agreements constitutes a Recourse obligation to either of the Sellers, as Servicer. (l) No fraudulent action with respect to a Mortgage Loan has taken place on the part of either of the Sellers in connection with Servicing any Mortgage Loan. To the Knowledge of the Sellers, there has been no material fraudulent action on the part of any other Person (including any borrower, appraiser, builder or developer, credit reporting agency, settlement agent, realtor, broker or correspondent, Originator, or Prior Servicer) in connection with (i) the origination or Servicing of any Mortgage Loan or (ii) the application of any insurance proceeds with respect to a Mortgage Loan or the Mortgaged Property, in either case, for which any Seller, in its capacity as the Request Servicer, is responsible under the terms of the related Servicing Agreement to the applicable Investor or Insurer. (m) To the Knowledge of the Sellers and to the extent that any Seller, in its capacity as Servicer, is responsible for Release shall be such matters to the applicable Investor or Insurer under the terms of the related Servicing Agreement, each Mortgage Note and the related Mortgage is genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting generally the enforcement of creditor’s rights and the discretion of a court to grant specific performance. To the Knowledge of the Sellers and to the extent that any Seller, in its capacity as Servicer, is responsible for such matters to the applicable Investor or Insurer under the terms of the related Servicing Agreement, no Mortgage Loan is subject to any right of rescission, set-off, counterclaim or defense against the Purchaser, including the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render either the Mortgage Note or the Mortgage unenforceable by the Purchaser, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense against the Purchaser, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted to either of the Sellers or any Originator with respect thereto. Except with respect to partial releases, actions required by a divorce decree, assumptions, or as otherwise permitted under Applicable Requirements and documented in the Loan File, (i) the terms of each Mortgage Note and Mortgage have not been modified by any Seller or Prior Servicer, (ii) no party thereto has been released in whole or in part by any Seller or Prior Servicer and (iii) no part of the Mortgaged Property has been released by any Seller or Prior Servicer. (n) Except as set forth in Section 3.23(n) of the Trustee Disclosure Schedule, to the ServicerKnowledge of the Sellers, there exists no material damage to any Mortgaged Property from fire, windstorm, earthquake, other casualty, environmental hazard, or any other physical circumstances or conditions relating to the condition of the Mortgaged Property that would cause any Mortgage Loan to become delinquent or otherwise materially and adversely affect the value or marketability of such Mortgage Loan or related Mortgaged Property for which any Seller is responsible under the applicable Servicing Agreement, except to the extent covered by in-place hazard insurance or flood insurance or any Mortgaged Property that is being repaired as permitted by the relevant Servicing Agreement. To the Knowledge of the Sellers, there are no uninsured casualty losses or casualty losses where coinsurance has been (and the Sellers have no reason to believe, will be) claimed by an Insurer or where the loss, exclusive of contents, is greater than the recovery, less actual expenses incurred in such recovery from the Insurer. Casualty insurance proceeds paid with respect to a Mortgage Loan have been used either to reduce the Mortgage Loan balance and pay accrued interest thereon or for the purpose of making repairs to the Mortgaged Property or as otherwise permitted by any Servicing Agreement. Except as set forth in Section 3.23(n) of the Disclosure Schedule, to the Knowledge of the Sellers, no Mortgaged Property has been subject to an Action seeking total or partial condemnation or forfeiture of such Mortgaged Property. (o) Except as set forth in Section 3.23(o) of the Disclosure Schedule, to the Knowledge of the Sellers, no Mortgage Loan is a “high-cost loan,” “threshold,” “predatory” or “covered loan” under either the Home Ownership and Equity Protection Act of 1994 or any similar federal, state or local anti-predatory lending Law.

Mortgage Loans. Upon the liquidation of any Mortgage Loan, the -------------- Servicer shall remit the proceeds thereof to the related Certificate Account in accordance with Sections 3.05 and 3.06 above and shall deliver to the Trustee a Request for Release requesting that the Trustee execute such instrument of release or satisfaction as is necessary to release the related Mortgaged Property from the lien of the related Mortgage. The Trustee shall, within five Business Days of its receipt of such a Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to a Certificate Account or Distribution Account. From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, including but not limited to, collection under any Title Insurance Policy, Primary Mortgage Insurance Policy, flood insurance policy or Standard Hazard Insurance Policy or to effect a partial release of any Mortgaged Property from the lien of the related Mortgage, the Servicer shall deliver to the Trustee a Request for Release. The Trustee shall, within five Business Days after its receipt of such Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. Any such Request for Release shall obligate the Servicer to return each and every document previously requested from the Trustee Mortgage Loan File to the Trustee by the twenty-first day following the release thereof, unless (a) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the related Certificate Account or Distribution Account or the Trustee Mortgage Loan File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Servicer has delivered to the Trustee a certificate of the Servicer certifying as to the name and address of the Person to which such Trustee Mortgage Loan File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of an Officer's certificate of the Servicer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the applicable Certificate Account or the Distribution Account have been so deposited, or that such Mortgage Loan has become an REO Property, the Request for Release shall be released by the Trustee to the Servicer.

Mortgage Loans. Upon the liquidation of any Mortgage Loan, the Servicer shall remit the proceeds thereof to the related Certificate Account in accordance with Sections 3.05 and 3.06 above and shall deliver to the Trustee a Request for Release requesting that the Trustee execute such instrument of release or satisfaction as is necessary to release the related Mortgaged Property from the lien of the related Mortgage. The Trustee shall, within five Business Days of its receipt of such a Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to a Certificate Account or Distribution Account. From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, including but not limited to, collection under any Title Insurance Policy, Primary Mortgage Insurance Policy, flood insurance policy or Standard Hazard Insurance Policy or to effect a partial release of any Mortgaged Property from the lien of the related Mortgage, the Servicer shall deliver to the Trustee a Request for Release. The Trustee shall, within five Business Days after its receipt of such Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. Any such Request for Release shall obligate the Servicer to return each and every document previously requested from the Trustee Mortgage Loan File to the Trustee by the twenty-first day following the release thereof, unless (a) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the related Certificate Account or Distribution Account or the Trustee Mortgage Loan File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Servicer has delivered to the Trustee a certificate of the Servicer certifying as to the name and address of the Person to which such Trustee Mortgage Loan File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of an Officer's certificate of the Servicer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the applicable Certificate Account or the Distribution Account have been so deposited, or that such Mortgage Loan has become an REO Property, the Request for Release shall be released by the Trustee to the Servicer.

Mortgage Loans. Upon Seller shall assign to Purchaser all representations and -------------- warranties pertaining to each Mortgage Loan received by Seller when Seller acquired each such Mortgage Loan to the liquidation extent that such representations and warranties may be transferred. In addition, Seller represents and warrants to Purchaser that with regard to each Asset sold hereunder that is a Mortgage Loan that, as of any the Closing Date: (a) Except as specified in the computer tape provided to Purchaser on or about ____________, 1998, to Seller's knowledge there are no delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, including assessments payable in future installments, or other outstanding charges affecting the related mortgaged property that have arisen subsequent to the date that Seller acquired each such Mortgage Loan. (b) All escrow payments are in possession of Seller and have been collected in substantial compliance with all applicable federal, state and local laws and regulations and the Servicer shall remit the proceeds thereof loan documents subsequent to the related Certificate Account date that Seller acquired each such Mortgage Loan. All escrows held and account records reflecting amounts held in accordance with Sections 3.05 escrow will be delivered to Purchaser at the Closing. (c) To Seller's knowledge all buildings upon the mortgaged property are insured by a Qualified Insurer against loss by fire, hazards of extended coverage and 3.06 above such other hazards as are customary in the area where the mortgaged property is located. All such policies contain a standard mortgage clause naming Seller, its successors and shall deliver to assigns as mortgagee and all premiums thereon have been paid. All such hazard insurance policies contain a standard mortgagee clause for the Trustee a Request for Release requesting that the Trustee execute such instrument of release or satisfaction as is necessary to release the related Mortgaged Property from the lien benefit of the related Mortgage. The Trustee shall, within five Business Days of its receipt of such a Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to a Certificate Account or Distribution Account. From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, including but not limited to, collection under any Title Insurance Policy, Primary Mortgage Insurance Policy, flood insurance policy or Standard Hazard Insurance Policy or to effect a partial release of any Mortgaged Property from the lien holder of the related Mortgage, its successors and assigns, as mortgagee, are not terminable, the Servicer shall deliver amount of coverage provided thereunder may not be reduced without ten (10) days prior written notice to the Trustee a Request for Releasemortgagee, and there are no delinquent payments with regard to premiums payable thereunder. To Seller's knowledge each mortgaged property is also covered by commercial general liability insurance in an amount at least equal to One Million Dollars ($1,000,000) per occurrence. No notice of termination, cancellation or reduction has been received by the Seller with respect to any such hazard or liability insurance policy. All premiums thereon have been paid. To Seller's knowledge, no person has engaged in any act or omission that would impair the coverage of such policy or the benefits of the mortgagee's endorsement. Such hazard insurance policy is the valid and binding obligation of the insurer and is in full force and effect. The Trustee shallrelated Mortgage obligates the obligor to maintain all such insurance at its cost and expense, within five Business Days after its receipt and on the obligor's failure to do so, authorizes the holder of the Mortgage to maintain such Request for Release, release, or cause the Custodian insurance and to release, the related Trustee Mortgage Loan File to the Servicer. Any such Request for Release shall obligate the Servicer to return each and every document previously requested obtain reimbursement therefor from the Trustee Mortgage Loan File to obligor. "Qualified Insurer" means an insurance company duly qualified as such under the Trustee by the twenty-first day following the release thereof, unless (a) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the related Certificate Account or Distribution Account or the Trustee Mortgage Loan File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure laws of the Mortgaged Property either judicially or non-judiciallystate in which the mortgaged property is located, duly authorized and the Servicer has delivered licensed in such state to the Trustee a certificate of the Servicer certifying as to the name and address of the Person to which such Trustee Mortgage Loan File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of an Officer's certificate of the Servicer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into transact the applicable Certificate Account or insurance business and to write the Distribution Account have been so deposited, or that such Mortgage Loan has become an REO Property, the Request for Release shall be released by the Trustee to the Servicerinsurance provided.

Mortgage Loans. As of the Closing Date, in consideration of the Issuer’s delivery of the Notes and the Ownership Certificate to the Depositor or its designee, and concurrently with the execution and delivery of this Agreement, the Depositor does hereby transfer, assign, set over, deposit with and otherwise convey to the Issuer, without recourse, subject to Section 3.01, in trust, all the right, title and interest of the Depositor in and to the Mortgage Loans. Such conveyance includes, without limitation, the right to all payments of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date (other than payments of principal and interest due on or before such date), and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date together with all of the Depositor’s right, title and interest in any REO Property and the proceeds thereof, the Depositor’s rights under any Insurance Policies related to the Mortgage Loans, the Depositor’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties and any proceeds of the foregoing, to have and to hold, in trust; and the Indenture Trustee declares that, subject to the review provided for in Section 2.02, it has received and shall hold the Trust Estate, as Indenture Trustee, in trust, for the benefit and use of the Noteholders and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, the Issuer has issued and delivered the Notes and the Ownership Certificate to or upon the order of the Depositor, in exchange for the Mortgage Loans and the other property of the Trust Estate. On the Closing Date, the Seller will remit the Initial Deposit to the Trust Administrator for deposit in the Collection Account. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Issuer all of its rights and interest under the Mortgage Loan Purchase Agreement but without delegation of any of its obligations thereunder. The Issuer hereby accepts such assignment, and shall be entitled to exercise all the rights of the Depositor under the Mortgage Loan Purchase Agreement as if, for such purpose, it were the Depositor. Upon the liquidation issuance of the Notes, ownership in the Trust Estate shall be vested in the Issuer, subject to the lien created by the Indenture in favor of the Indenture Trustee, for the benefit of the Noteholders. The Issuer hereby accepts such assignment and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Indenture Trustee of any Mortgage Loanobligation of the Depositor, the Servicer shall remit the proceeds thereof to the related Certificate Account in accordance with Sections 3.05 and 3.06 above and shall deliver to the Trustee a Request for Release requesting that the Trustee execute such instrument of release or satisfaction as is necessary to release the related Mortgaged Property from the lien of the related Mortgage. The Trustee shall, within five Business Days of its receipt of such a Request for Release, releaseSeller, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. No expenses incurred any other Person in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to a Certificate Account or Distribution Account. From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, including but not limited to, collection under any Title Insurance Policy, Primary Mortgage Insurance Policy, flood insurance policy or Standard Hazard Insurance Policy or to effect a partial release of any Mortgaged Property from the lien of the related Mortgage, the Servicer shall deliver to the Trustee a Request for Release. The Trustee shall, within five Business Days after its receipt of such Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. Any such Request for Release shall obligate the Servicer to return each and every document previously requested from the Trustee Mortgage Loan File to the Trustee by the twenty-first day following the release thereof, unless (a) the Mortgage Loan has been liquidated and the Liquidation Proceeds Loans or any other agreement or instrument relating to the Mortgage Loan have been deposited in the related Certificate Account or Distribution Account or the Trustee Mortgage Loan File or such document has been delivered to an attorney, or to a public trustee or other public official thereto except as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Servicer has delivered to the Trustee a certificate of the Servicer certifying as to the name and address of the Person to which such Trustee Mortgage Loan File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of an Officer's certificate of the Servicer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the applicable Certificate Account or the Distribution Account have been so deposited, or that such Mortgage Loan has become an REO Property, the Request for Release shall be released by the Trustee to the Servicerspecifically set forth herein.

Mortgage Loans. Upon the liquidation of any Mortgage Loan, the Servicer shall remit the proceeds thereof to the related Certificate Account in accordance with Sections 3.05 and 3.06 above and shall deliver to the Trustee a Request for Release requesting that the Trustee execute such instrument of release or satisfaction as is necessary to release the related Mortgaged Property from the lien of the related Mortgage. The Trustee shall, within five Business Days of its receipt of such a Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to a Certificate Account or Distribution Account. From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, including but not limited to, collection under any Title Insurance Policy, Primary Mortgage Insurance Policy, flood insurance policy or Standard Hazard Insurance Policy or to effect a partial release of any Mortgaged Property from the lien of the related Mortgage, the Servicer shall deliver to the Trustee a Request for Release. The Trustee shall, within five Business Days after its receipt of such Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. Any such Request for Release shall obligate the Servicer to return each and every document previously requested from the Trustee Mortgage Loan File to the Trustee by the twenty-first day following the release thereof, unless (a) As of the Closing Date and concurrently with the execution and delivery of this Agreement, the Depositor does hereby transfer, assign, set over, deposit with and otherwise convey to the Trustee, for the benefit of the Certificateholders, without recourse, subject to Section 3.01, in trust, all the right, title and interest of the Depositor in and to the Initial Mortgage Loan has been liquidated Loans. Such conveyance includes, without limitation, the right to all payments of principal and interest received on or with respect to the Initial Mortgage Loans on and after the Initial Cut-off Date (other than payments of principal and interest due on or before such date), and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date together with all of the Depositor’s right, title and interest in any REO Property and the Liquidation Proceeds relating proceeds thereof, the Depositor’s rights under any Insurance Policies related to the Mortgage Loan have been deposited in the related Certificate Account or Distribution Account or the Trustee Mortgage Loan File or such document has been delivered to an attorneyLoans, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure and any and all proceeds of the Mortgaged Property either judicially foregoing, to have and to hold, in trust. (b) In connection with the transfer and assignment set forth in clause (a) above, the Depositor has delivered or non-judicially, and the Servicer has caused to be delivered to the Trustee a certificate or the Custodian on its behalf (or, in the case of the Servicer certifying as Delay Delivery Mortgage Loans, will deliver or cause to be delivered to the name and address Trustee or the Custodian on its behalf within thirty (30) days following the Closing Date) for the benefit of the Person Certificateholders the following documents or instruments with respect to which such Trustee each Mortgage Loan File so assigned: (i) (A) the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: “Pay to the order of ________________, without recourse,” with all intervening endorsements showing a complete chain of endorsement from the originator to the Person endorsing the Mortgage Note (each such document was delivered endorsement being sufficient to transfer all right, title and the purpose or purposes of such delivery. Upon receipt of an Officer's certificate interest of the Servicer stating party so endorsing, as noteholder or assignee thereof, in and to that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the applicable Certificate Account or the Distribution Account have been so deposited, or that such Mortgage Loan has become an REO Property, the Request for Release shall be released by the Trustee to the Servicer.Note); or

Mortgage Loans. Upon the liquidation of any Mortgage Loan, the Servicer shall remit the proceeds thereof to the related Certificate Account in accordance with Sections 3.05 and 3.06 above and shall deliver to the Trustee a Request for Release requesting that the Trustee execute such instrument of release or satisfaction as is necessary to release the related Mortgaged Property from the lien of the related Mortgage. The Trustee shall, within five Business Days of its receipt of such a Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to a Certificate Account or Distribution Account. From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, including but not limited to, collection under any Title Insurance Policy, Primary Mortgage Insurance Policy, flood insurance policy or Standard Hazard Insurance Policy or to effect a partial release of any Mortgaged Property from the lien of the related Mortgage, the Servicer shall deliver to the Trustee a Request for Release. The Trustee shall, within five Business Days after its receipt of such Request for Release, release, or cause the Custodian to release, the related Trustee Mortgage Loan File to the Servicer. Any such Request for Release shall obligate the Servicer to return each and every document previously requested from the Trustee Mortgage Loan File to the Trustee by the twenty-first day following the release thereof, unless (a) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the related -54- 81 Certificate Account or Distribution Account or the Trustee Mortgage Loan File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Servicer has delivered to the Trustee a certificate of the Servicer certifying as to the name and address of the Person to which such Trustee Mortgage Loan File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of an Officer's certificate of the Servicer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the applicable Certificate Account or the Distribution Account have been so deposited, or that such Mortgage Loan has become an REO Property, the Request for Release shall be released by the Trustee to the Servicer.