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 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 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 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 -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.

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. 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 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 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. 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 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 the liquidation of any Mortgage Loan(a) Schedule 1.1(b)(i), the Servicer shall remit the proceeds thereof to the related Certificate Account delivered 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 Section 6.5, will set forth, as is necessary to release the related Mortgaged Property from the lien of the related Mortgage. The Trustee shalldate thereof, within five Business Days a true and complete list 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 each Company Mortgage Loan, including but not limited tothe loan number, collection principal amount and interest rate of such loan. On the Closing Date, subject to Investor Commitments and other funding arrangements set forth in Schedule 4.22, the Seller will be the sole owner of each of the Company Mortgage Loans, and, as of the Closing Date, the Seller will be the sole owner or beneficiary of or under the Mortgage Notes and agreements in the related Mortgage Files, except to the extent any Title Insurance PolicyCompany Mortgage Loan is prepaid in full, Primary Mortgage Insurance Policy, flood insurance policy or Standard Hazard Insurance Policy or to effect a partial release free and clear of any Mortgaged Property from adverse claims or Encumbrances other than Permitted Exceptions. (b) The lien of each Company Mortgage Loan is subject only to "Permitted Exceptions" which consist of the following: (A) covenants, conditions, restrictions, reservations, rights, Encumbrances, easements, encroachments and other material matters affecting title acceptable to prudent mortgage lending institutions generally; and (B) rights of tenants with no options to purchase or rights of first refusal to purchase. The security interest granted by the Mortgagor in the Collateral is a valid and binding first or second priority lien on the Collateral with the exception of (a) liens for real estate taxes and special assessments not yet due and payable (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such security interest which are acceptable to mortgage lending institutions generally or specifically reflected in the appraisal made in connection with the origination 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 Company Mortgage Loan File and (c) Permitted Exceptions. Neither the Collateral nor any party 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 any related security agreement securing a Company Mortgage Loan has been liquidated released, with the exception of releases required by divorce decrees, releases required by assumptions, and other releases effected in accordance with Investor requirements. (c) Except as set forth in Schedule 4.19(c), at the Liquidation Proceeds relating date hereof, the Seller has received no written notice asserting any offset, defense (including the defense of usury), claim (including claims of lender liability), counterclaim, or right to rescission with respect to any Company Mortgage Loan, related Mortgage Note or other related agreements. (d) Each Company Mortgage Loan is a Marketable Loan. All Company Mortgage Loans were fully disbursed or, in the case of rehabilitation loans, the funds for which have been deposited into escrow accounts pending periodic progress payments, fully funded, and made or consummated in material compliance with applicable Law. All monies received with respect to each Company Mortgage Loan have been deposited properly accounted for and applied. The Seller has complied with all material contractual obligations which relate to any of the Company Mortgage Loans. (e) The Loan Documents are genuine, legally valid, binding and enforceable (except as may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally) obligations of the Mortgagors and have been duly executed by or on behalf of a Mortgagor of legal capacity, and all insertions in the related Certificate Account or Distribution Account or the Trustee any such Loan Documents were correct when made. The Loan Documents were in compliance in all material respects with all Mortgage Loan File Regulations upon origination and are complete in all material respects including with regard to origination and servicing activity. All tax identifications and property descriptions contained in any Loan Documents are legally sufficient. (f) The Seller has complied in all material respects with all applicable Mortgage Loan Regulations with respect to the Company Mortgage Loans. The Seller has timely filed all reports required in respect of Company Mortgage Loans by any Investor, any Insurer and the Mortgage Loan Regulations. (g) Any Company Mortgage Loan purported to be insured by the FHA or guaranteed by the VA complies in all material respects with all FHA requirements for FHA insurance or all VA requirements for VA guaranties, as the case may be, and such document has Company Mortgage Loans are in fact or, within 120 days after origination, will be, insured by the FHA or guaranteed by the VA, and said insurance or guaranty payments or fees with respect to such Company Mortgage Loans have been delivered paid in full (or are being paid monthly in accordance with the terms of such Company Mortgage Loans and applicable Mortgage Loan Regulations and are current). All Company Mortgage Loans purported to an attorney, be insured or to a public trustee or other public official as required guaranteed by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure PMI comply in all material respects with all provisions of the Mortgaged Property either judicially or non-judiciallyContract with the provider of the PMI, all such contracts are consistent with applicable Mortgage Loan Regulations and are in full force and effect, and the Servicer has delivered to the Trustee a certificate such Company Mortgage Loans are in fact or, within 120 days after origination, will be, insured or guaranteed by such PMI in amounts complying with applicable Company Mortgage Loan Regulations. The provider of the Servicer certifying as to the name and address of the Person to which such Trustee PMI was acceptable under applicable Mortgage Loan File or such document was delivered and Regulations at the purpose or purposes of such delivery. Upon receipt of an Officer's certificate of time the Servicer stating that such PMI insured Company Mortgage Loan was liquidated originated and that at all amounts received other relevant times. Neither the FHA, the VA nor any provider of the PMI has issued to the Seller any notice disclaiming liability on the insurance or guaranty of any Company Mortgage Loan purported to be received in connection insured by the FHA or the provider of the PMI or guaranteed by the VA and to the Sellers' Knowledge there exist no facts that would provide a basis for rescission of any such insurance or guaranty, or would, with the passage of time or the giving of notice, or both, provide such liquidation which are required a basis for rescission. The Seller has not canceled PMI policies with respect to be deposited into any of the Company Mortgage Loans that were insured by providers of PMI at or subsequent to the time of the origination of the Company Mortgage Loans without the prior approval of the applicable Certificate Account Agency or Investor, unless such cancellation was permitted or required by applicable Mortgage Loan Regulations. (h) Each Mortgage Note and Mortgage related to a Company Mortgage Loan is covered by a mortgage title insurance policy issued by a title insurer qualified to do business in the jurisdiction where the Collateral is located (and both the policy and the title insurer were acceptable to the applicable Investor at the time of origination), or are covered by an abstract of title and certification of attorney's mortgage lien opinion insuring the first or second priority lien of the Mortgage in the original principal amount of the related Mortgage Note. If required by the applicable Mortgage Loan Regulations, the appropriate Investor is the insured under such title insurance policy. (i) There is no defect in the title to the real estate and improvements thereon securing any Company Mortgage Loan other than usual and customary exceptions that do not materially and adversely affect title thereto or the Distribution Account have been so depositedownership, marketability or that such insurability thereof. There exists no uninsured physical damage to the Collateral from fire, wind, storm, earthquake or any other casualty, circumstance or condition, which physical damage would cause any Company Mortgage Loan has to become an REO Property, delinquent or materially and adversely affect the Request for Release shall be released by marketability of any Company Mortgage Loan or the Trustee to the Servicer.Collateral. 4.20

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. 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 and the right to receive any amounts under the Interest Rate Swap Agreement. 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 the Swap Provider 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. 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 and Swap Provider. 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, releaseSponsor, 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 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 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.