Common use of Record Title and Possession of Mortgage Files; Maintenance of Servicing Files Clause in Contracts

Record Title and Possession of Mortgage Files; Maintenance of Servicing Files. As of the related Closing Date, the Company sold, transferred, assigned, set over and conveyed to the Purchaser, without recourse, on a servicing retained basis, and the Company hereby acknowledges that the Purchaser has, but subject to the terms of this Agreement and the related Term Sheet, all the right, title and interest of the Company in and to the Mortgage Loans. Company will deliver the Mortgage Files to the Custodian designated by Purchaser, on or before the related Closing Date, at the expense of the Company. The Company shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Purchaser. The Servicing File shall contain all documents necessary to service the Mortgage Loans. The possession of each Servicing File by the Company is at the will of the Purchaser, for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. From the related Closing Date, the ownership of each Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the possession of the Company shall be received and held by the Company in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files retained by the Company shall be appropriately identified in the Company's computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company shall release its custody of the contents of the Mortgage Files only in accordance with written instructions of the Purchaser, except when such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or Loans with respect thereto pursuant to this Agreement and the related Term Sheet, such written instructions shall not be required.

Record Title and Possession of Mortgage Files; Maintenance of Servicing Files. As of the related each Closing Date, the Company Seller will have sold, transferred, assigned, set over and conveyed to the Purchaser, without recourse, on a servicing retained basis, and the Company Seller hereby acknowledges that the Purchaser has, but subject to the terms of this Agreement and the related Term Sheetwill have, all the right, title and interest of the Company Seller in and to the Mortgage Loans. Company will In accordance with Section 2.07, the Seller shall deliver at its own expense, the Mortgage Files to the Custodian designated by Purchaser, on or before for the related Closing Date, at the expense of the Company. The Company shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered Loans to the Purchaser. The Servicing File shall contain all documents necessary to service the Mortgage LoansPurchaser or its designee. The possession of each Servicing File by the Company Seller is at the will of the Purchaser, for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. From the related each Closing Date, the ownership of each related Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the possession of the Company Seller shall be received and held by the Company Seller in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files retained by the Company Seller shall be appropriately identified in the Company's Seller’s computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company shall release In addition, in connection with the assignment of any MERS Mortgage Loan, the Seller agrees that it will cause, at its custody of own expense, the contents of MERS® System to indicate that such Mortgage Loans have been assigned by the Mortgage Files only Seller to the Purchaser in accordance with written instructions this Agreement by including (or deleting, in the case of the Purchaser, except when such release is required as incidental to the Company's servicing of the Mortgage Loans or is which are repurchased in connection accordance with a repurchase this Agreement) in such computer files the information required by the MERS® System to identify the Purchaser of such Mortgage Loans. The Seller further agrees that it will not alter the information referenced in this paragraph with respect to any Mortgage Loan or Loans with respect thereto pursuant to during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the related Term Sheet, such written instructions shall not be requiredterms of this Agreement.

Record Title and Possession of Mortgage Files; Maintenance of Servicing Files. As of the related Closing Date, the Company sold, transferred, assigned, set over and conveyed to the Purchaser, without recourse, on a servicing retained basis, and the Company hereby acknowledges that the Purchaser has, but subject to the terms of this Agreement and the related Term Sheet, all the right, title and interest of the Company in and to the Mortgage Loans. Company will deliver the Mortgage Files to the Custodian designated by Purchaser, on or before the related Closing Date, at the expense of the Company. The Company shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Purchaser. The Servicing File shall contain all documents necessary to service the Mortgage Loans. The possession of each Servicing File by the Company is at the will of the Purchaser, for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. From the related Closing Date, the ownership of each Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the possession of the Company shall be received and held by the Company in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files retained by the Company shall be appropriately identified in the Company's computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company shall release its custody of the contents of the Mortgage Files only in accordance with written instructions of the Purchaser, except when such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or Loans with respect thereto pursuant to this Agreement and the related Term Sheet, such written instructions shall not be required.

Record Title and Possession of Mortgage Files; Maintenance of Servicing Files. As of the related applicable Closing Date, the Company soldSeller shall execute and deliver to the Purchaser an Assignment and Conveyance in the form of Exhibit H1 hereto with respect to Mortgage Loans which are not UBS Website Mortgage Loans, transferredor Electronically execute (as set forth in Section 11.24) an Assignment and Conveyance in the form of Exhibit H2 hereto with respect to UBS Website Mortgage Loans, assignedpursuant to which the Seller shall sell, transfer, set over and conveyed convey the Mortgage Loans to the Purchaser, without recourse, on a servicing retained basis, and the Company Seller hereby acknowledges that the Purchaser has, but shall have subject to the terms of this Agreement and the related Term SheetAgreement, all the right, title and interest of the Company Seller in and to the Mortgage Loans. Company will deliver The delivery of the Mortgage Files to shall be on the Custodian designated by Purchaser, on or before the related applicable Closing Date, Date at the expense of the CompanySeller. The Company Seller shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Purchaser. The Servicing File shall contain all documents necessary to service the Mortgage Loans. The possession of each Servicing File by the Company Seller is at the will of the Purchaser, for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company Seller is in a custodial capacity only. From the related applicable Closing Date, the ownership of each related Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been shall be vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the possession of the Company Seller shall be received and held by the Company Seller in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files retained by the Company Seller shall be appropriately identified in the Company's Seller’s computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company Seller shall release its custody of the contents of the Mortgage Files only in accordance with written instructions of the Purchaser, except when such release is required as incidental to the Company's Seller’s servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or Loans with respect thereto pursuant to this Agreement and the related Term SheetAgreement, such written instructions shall not be required.

Record Title and Possession of Mortgage Files; Maintenance of Servicing Files. As of the related each Closing Date, the Company Seller sold, transferred, assigned, set over and conveyed to the Purchaser, without recourse, on a servicing retained basis, and the Company Seller hereby acknowledges that the Purchaser has, but subject to the terms of this Agreement and the related Term SheetAgreement, all the right, title and interest of the Company Seller in and to the Mortgage LoansLoans included in such related Mortgage Loan Package. Company will deliver The delivery of the Mortgage Files to the Custodian designated by Purchaser, was on or before the related Closing Date, Date at the expense of the CompanySeller. The Company Seller shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Purchaser. The Servicing File shall contain all documents necessary to service the Mortgage Loans. The possession of each Servicing File by the Company Seller is at the will of the Purchaser, for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company Seller is in a custodial capacity only. From the related Closing Date, the ownership of each Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the possession of the Company Seller shall be received and held by the Company Seller in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files retained by the Company Seller shall be appropriately identified in the CompanySeller's computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company Seller shall release its custody of the contents of the Mortgage Files only in accordance with written instructions of the Purchaser, except when such release is required as incidental to the CompanySeller's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or Loans with respect thereto pursuant to this Agreement and the related Term SheetAgreement, such written instructions shall not be required.

Record Title and Possession of Mortgage Files; Maintenance of Servicing Files. As of the related each Closing Date, the Company Seller will have sold, transferred, assigned, set over and conveyed to the Purchaser, without recourse, on a servicing retained basis, and the Company Seller hereby acknowledges that the Purchaser has, but subject to the terms of this Agreement and the related Term Sheetwill have, all the right, title and interest of the Company Seller in and to the Mortgage Loans. Company will In accordance with Section 2.06, the Seller shall deliver at its own expense, the Mortgage Files to the Custodian designated by Purchaser, on or before for the related Closing Date, at the expense of the Company. The Company shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered Loans to the Purchaser. The Servicing File shall contain all documents necessary to service the Mortgage LoansPurchaser or its designee. The possession of each Servicing File by the Company Seller is at the will of the Purchaser, for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by Loan during the Company is in a custodial capacity onlyrelated Interim Servicing Period. From the related each Closing Date, the ownership of each related Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the possession of the Company Seller shall be received and held by the Company Seller in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files retained by the Company Seller during the Interim Servicing Period shall be appropriately identified in the CompanySeller's computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company shall release In addition, in connection with the assignment of any MERS Mortgage Loan, the Seller agrees that it will cause, at its custody of own expense, the contents of MERS(R) System to indicate that such Mortgage Loans have been assigned by the Mortgage Files only Seller to the Purchaser in accordance with written instructions this Agreement by including (or deleting, in the case of the Purchaser, except when such release is required as incidental to the Company's servicing of the Mortgage Loans or is which are repurchased in connection accordance with a repurchase this Agreement) in such computer files the information required by the MERS(R) System to identify the Purchaser of such Mortgage Loans. The Seller further agrees that it will not alter the information referenced in this paragraph with respect to any Mortgage Loan or Loans with respect thereto pursuant to this Agreement and during the related Term Sheet, such written instructions shall not be requiredInterim Servicing Period unless otherwise directed by the Purchaser.

Record Title and Possession of Mortgage Files; Maintenance of Servicing Files. As of the related each Closing Date, the Company Seller will have sold, transferred, assigned, set over and conveyed to the Purchaser, without recourse, on a servicing retained basis, and the Company Seller hereby acknowledges that the Purchaser has, but subject to the terms of this Agreement and the related Term Sheetwill have, all the right, title and interest of the Company Seller in and to the Mortgage Loans. Company will In accordance with Section 2.07, the Seller shall deliver at its own expense, the Mortgage Files to the Custodian designated by Purchaser, on or before for the related Closing Date, at the expense of the Company. The Company shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered Loans to the Purchaser. The Servicing File shall contain all documents necessary to service the Mortgage LoansPurchaser or its designee. The possession of each Servicing File by the Company Seller is at the will of the Purchaser, for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. From the related each Closing Date, the ownership of each related Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the possession of the Company Seller shall be received and held by the Company Seller in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files retained by the Company Seller shall be appropriately identified in the CompanySeller's computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company shall release In addition, in connection with the assignment of any MERS Mortgage Loan, the Seller agrees that it will cause, at its custody of own expense, the contents of MERS(R) System to indicate that such Mortgage Loans have been assigned by the Mortgage Files only Seller to the Purchaser in accordance with written instructions this Agreement by including (or deleting, in the case of the Purchaser, except when such release is required as incidental to the Company's servicing of the Mortgage Loans or is which are repurchased in connection accordance with a repurchase this Agreement) in such computer files the information required by the MERS(R) System to identify the Purchaser of such Mortgage Loans. The Seller further agrees that it will not alter the information referenced in this paragraph with respect to any Mortgage Loan or Loans with respect thereto pursuant to during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the related Term Sheet, such written instructions shall not be requiredterms of this Agreement.

Record Title and Possession of Mortgage Files; Maintenance of Servicing Files. As of the related Closing Date, the Company Seller shall have sold, transferred, assigned, set over and conveyed to the Purchaser, without recourse, on a servicing retained basis, and the Company Seller hereby acknowledges that the Purchaser has, but subject to the terms of this Agreement and the related Term Sheetshall have, all the right, title and interest of the Company Seller in and to the Mortgage Loans. Company will In accordance with Section 2.07, the Seller shall deliver at its own expense, the Mortgage Files for the related Mortgage Loans to the Custodian designated by PurchaserPurchaser or its designee. In addition, on or before the related each Closing Date, the Seller shall deliver at its own expense, the expense of Servicing Files for the Company. The Company shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered Loans to the Purchaser. The Servicing File shall contain all documents necessary to service the Mortgage Loans. The possession of each Servicing File by the Company is at the will of the Purchaser, for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity onlyServicer. From the related each Closing Date, the ownership of each related Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been vested in the Purchaser. All rights arising out of the Mortgage Loans includingLoans, including but not limited to, to all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which that come into the possession of the Company Seller shall be received and held by the Company Seller in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files retained by the Company Seller shall be appropriately identified in the Company's Seller’s computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company shall release In addition, in connection with the assignment of any MERS Mortgage Loan, the Seller agrees that it will cause, at its custody of own expense, the contents of MERS® System to indicate that such Mortgage Loans have been assigned by the Mortgage Files only Seller to the Purchaser in accordance with written instructions this Agreement by including (or deleting, in the case of the Purchaser, except when such release is required as incidental to the Company's servicing of the Mortgage Loans or is that are repurchased in connection accordance with a repurchase this Agreement) in such computer files the information required by the MERS® System to identify the Purchaser of such Mortgage Loans. The Seller further agrees that it will not, and will not permit the Servicer to, alter the information referenced in this paragraph with respect to any Mortgage Loan or Loans with respect thereto pursuant to during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the related Term Sheet, such written instructions shall not be requiredterms of this Agreement.

Record Title and Possession of Mortgage Files; Maintenance of Servicing Files. As of the related Closing Date, the Company sold, transferred, assigned, set over and conveyed to the Purchaser, without recourse, on a servicing retained basis, and the Company hereby acknowledges that the Purchaser has, but subject to the terms of this Agreement and the related Term Sheet, all the right, title and interest of the Company in and to the Mortgage Loans. Company will deliver the Mortgage Files to the Custodian designated by Purchaser, on or before the related Closing Date, at the expense of the Company. The Company Servicer shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Purchaser. The Servicing File shall contain all documents necessary to service the Mortgage Loans. The possession of each Servicing File by the Company Servicer is at the will of the Purchaser, for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company Servicer is in a custodial capacity only. From the related Closing Date, the ownership of each Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the possession of the Company and the Servicer shall be received and held by the Company and the Servicer, as applicable, in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files retained by the Company Servicer shall be appropriately identified in the CompanyServicer's computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company Servicer shall release its custody of the contents of the Mortgage Files only in accordance with written instructions of the Purchaser, except when such release is required as incidental to the CompanyServicer's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or Loans with respect thereto pursuant to this Agreement and the related Term Sheet, such written instructions shall not be required.

Record Title and Possession of Mortgage Files; Maintenance of Servicing Files. As of the related Closing Date, the Company soldSeller shall sell, transferredtransfer, assignedassign, set over and conveyed convey to the Purchaser, without recourse, on a servicing retained basis, and the Company Seller hereby acknowledges that as of the Closing Date the Purchaser hasshall have, but subject to the terms of this Agreement and the related Term SheetAgreement, all of the right, title and interest of the Company Seller in and to the Mortgage Loans. Company will deliver The delivery of the Mortgage Files to on the Custodian designated by Purchaser, on or before the related Closing Date, Date shall be at the expense of the CompanySeller. The Company Seller shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the PurchaserPurchaser or its designee. The Servicing File shall contain all documents necessary to service the Mortgage Loans. The possession of each Servicing File by the Company Seller is at the will of the Purchaser, for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company Seller is in a custodial capacity only. From the related Closing Date, the ownership of each Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been shall be vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the possession of the Company Seller shall be received and held by the Company Seller in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files retained by the Company Seller shall be appropriately identified in the CompanySeller's computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company Seller shall release its custody of the contents of the Mortgage Files only in accordance with written instructions of the Purchaser, except when such release is required as incidental to the CompanySeller's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or Loans with respect thereto pursuant to this Agreement and the related Term SheetAgreement, such written instructions shall not be required.

Record Title and Possession of Mortgage Files; Maintenance of Servicing Files. As of the related each Closing Date, the Company Seller will have sold, transferred, assigned, set over and conveyed to the Purchaser, without recourse, on a servicing retained basis, and the Company Seller hereby acknowledges that the Purchaser has, but subject to the terms of this Agreement and the related Term Sheetwill have, all the right, title and interest of the Company Seller in and to the Mortgage Loans. Company will In accordance with Section 2.06, the Seller shall deliver at its own expense, the Mortgage Files to the Custodian designated by Purchaser, on or before for the related Closing Date, at the expense of the Company. The Company shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered Loans to the Purchaser. The Servicing File shall contain all documents necessary to service the Mortgage LoansPurchaser or its designee. The possession of each Servicing File by the Company Seller is at the will of the Purchaser, for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by Loan during the Company is in a custodial capacity onlyrelated Interim Servicing Period. From the related each Closing Date, the ownership of each related Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the possession of the Company Seller shall be received and held by the Company Seller in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files retained by the Company Seller during the Interim Servicing Period shall be appropriately identified in the Company's Seller’s computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company shall release In addition, in connection with the assignment of any MERS Mortgage Loan, the Seller agrees that it will cause, at its custody of own expense, the contents of MERS® System to indicate that such Mortgage Loans have been assigned by the Mortgage Files only Seller to the Purchaser in accordance with written instructions this Agreement by including (or deleting, in the case of the Purchaser, except when such release is required as incidental to the Company's servicing of the Mortgage Loans or is which are repurchased in connection accordance with a repurchase this Agreement) in such computer files the information required by the MERS® System to identify the Purchaser of such Mortgage Loans. The Seller further agrees that it will not alter the information referenced in this paragraph with respect to any Mortgage Loan or Loans with respect thereto pursuant to this Agreement and during the related Term Sheet, such written instructions shall not be requiredInterim Servicing Period unless otherwise directed by the Purchaser.

Record Title and Possession of Mortgage Files; Maintenance of Servicing Files. As of the related Closing Date, the Company sold, transferred, assigned, set over and conveyed to the Purchaser, without recourse, on a servicing retained basis, and the Company hereby acknowledges that the Purchaser has, but subject to the terms of this Agreement and the related Term Sheet, all the right, title and interest of the Company in and to the Mortgage Loans. Company will deliver the Mortgage Files to the Custodian custodian designated by Purchaser, on or before the related Closing Date, at the expense of the Company. The Company shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals or microfilmed copies of the documents in each Mortgage File not delivered to the Purchaser. The Servicing File shall contain all documents necessary to service the Mortgage Loans. The possession of each Servicing File by the Company is at the will of the Purchaser, for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. From the related Closing Date, the ownership of each Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the possession of the Company shall be received and held by the Company in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files retained by the Company shall be appropriately identified in the Company's computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company shall release its custody of the contents of the Mortgage Files only in accordance with written instructions of the Purchaser, except when such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or Loans with respect thereto pursuant to this Agreement and the related Term Sheet, such written instructions shall not be required.

Record Title and Possession of Mortgage Files; Maintenance of Servicing Files. As of the related each Closing Date, the Company Seller will have sold, transferred, assigned, set over and conveyed to the Purchaser, without recourse, on a servicing retained basis, and the Company Seller hereby acknowledges that the Purchaser has, but subject to the terms of this Agreement and the related Term Sheetwill have, all the right, title and interest of the Company Seller in and to the Mortgage Loans. Company will In accordance with Section 2.07, the Seller shall deliver at its own expense, the Mortgage Files to the Custodian designated by Purchaser, on or before for the related Closing Date, at the expense of the Company. The Company shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered Loans to the Purchaser. The Servicing File shall contain all documents necessary to service the Mortgage LoansPurchaser or its designee. The possession of each Servicing File by the Company Servicer is at the will of the Purchaser, for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. From the related each Closing Date, the ownership of each related Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the possession of the Company Seller shall be received and held by the Company Seller in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files retained by the Company Seller shall be appropriately identified in the Company's Seller’s computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company shall release In addition, in connection with the assignment of any MERS Mortgage Loan, the Seller agrees that it will cause, at its custody of own expense, the contents of MERS® System to indicate that such Mortgage Loans have been assigned by the Mortgage Files only Seller to the Purchaser in accordance with written instructions this Agreement by including (or deleting, in the case of the Purchaser, except when such release is required as incidental to the Company's servicing of the Mortgage Loans or is which are repurchased in connection accordance with a repurchase this Agreement) in such computer files the information required by the MERS® System to identify the Purchaser of such Mortgage Loans. The Seller further agrees that it will not, and will not permit the Servicer to, and the Servicer agrees that it will not, alter the information referenced in this paragraph with respect to any Mortgage Loan or Loans with respect thereto pursuant to during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the related Term Sheet, such written instructions shall not be requiredterms of this Agreement.

Record Title and Possession of Mortgage Files; Maintenance of Servicing Files. As of the related Closing Date, the Company soldSeller shall sell, transferredtransfer, assignedassign, set over and conveyed convey to the Purchaser, without recourse, on a servicing retained basis, and the Company Seller hereby acknowledges that as of the Closing Date the Purchaser hasshall have, but subject to the terms of this Agreement and the related Term SheetAgreement, all of the right, title and interest of the Company Seller in and to the Mortgage Loans. Company will deliver The delivery of the Mortgage Files to on the Custodian designated by Purchaser, on or before the related Closing Date, Date shall be at the expense of the CompanySeller. The Company Seller shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the PurchaserPurchaser or its designee. The Servicing File shall contain all documents necessary to service the Mortgage Loans. The possession of each Servicing File by the Company Seller is at the will of the Purchaser, for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company Seller is in a custodial capacity only. From the related Closing Date, the ownership of each Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been shall be vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the possession of the Company Seller shall be received and held by the Company Seller in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files retained by the Company Seller shall be appropriately identified in the Company's Seller’s computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company Seller shall release its custody of the contents of the Mortgage Files only in accordance with written instructions of the Purchaser, except when such release is required as incidental to the Company's Seller’s servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or Loans with respect thereto pursuant to this Agreement and the related Term SheetAgreement, such written instructions shall not be required.

Record Title and Possession of Mortgage Files; Maintenance of Servicing Files. As of the related applicable Closing Date, the Company soldSeller shall execute and deliver to the Purchaser an Assignment and Conveyance in the form of Exhibit H1 hereto with respect to Mortgage Loans, transferredpursuant to which the Seller shall sell, assignedtransfer, set over and conveyed convey the Mortgage Loans to the Purchaser, without recourse, on a servicing retained basis, and the Company Seller hereby acknowledges that the Purchaser has, but shall have subject to the terms of this Agreement and the related Term SheetAgreement, all the right, title and interest of the Company Seller in and to the Mortgage Loans. Company will deliver The delivery of the Mortgage Files to shall be on the Custodian designated by Purchaser, on or before the related applicable Closing Date, Date at the expense of the CompanySeller. The Company Seller shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Purchaser. The Servicing File shall contain all documents necessary to service the Mortgage Loans. The possession of each Servicing File by the Company Seller is at the will of the Purchaser, for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company Seller is in a custodial capacity only. From the related applicable Closing Date, the ownership of each related Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been shall be vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the possession of the Company Seller shall be received and held by the Company Seller in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files retained by the Company Seller shall be appropriately identified in the Company's Seller’s computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company Seller shall release its custody of the contents of the Mortgage Files only in accordance with written instructions of the Purchaser, except when such release is required as incidental to the Company's Seller’s servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or Loans with respect thereto pursuant to this Agreement and the related Term SheetAgreement, such written instructions shall not be required.

Record Title and Possession of Mortgage Files; Maintenance of Servicing Files. As of the related Closing Date, the Company sold, transferred, assigned, set over and conveyed to the Purchaser, without recourse, on a servicing retained basis, and the Company hereby acknowledges that the Purchaser has, but subject to the terms of this Agreement and the related Term Sheet, all the right, title and interest of the Company in and to the Mortgage Loans. The Company will deliver the Mortgage Files to the Custodian designated by the Purchaser, on or before the related Closing Date, at the expense of the Company. The Company shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Purchaser. The Servicing File shall contain all documents necessary to service the Mortgage Loans. The possession of each Servicing File by the Company is at the will of the Purchaser, for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. From the related Closing Date, the ownership of each Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the possession of the Company shall be received and held by the Company in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files retained by the Company shall be appropriately identified in the Company's computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company shall release its custody of the contents of the Mortgage Files only in accordance with written instructions of the Purchaser, except when such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or Loans with respect thereto pursuant to this Agreement and the related Term Sheet, such written instructions shall not be required.

Record Title and Possession of Mortgage Files; Maintenance of Servicing Files. As of the related each Closing Date, the Company Seller will have sold, transferred, assigned, set over and conveyed to the Initial Purchaser, without recourse, on a servicing retained basis, and the Company hereby acknowledges that the Purchaser has, recourse but subject to the terms of this Agreement Agreement, and the related Term SheetSeller hereby acknowledges that the Initial Purchaser will have, all the right, title and interest of the Company Seller in and to the Mortgage Loans. Company will In accordance with Section 2.07, the Seller shall deliver at its own expense, the Mortgage Files to the Custodian designated by Purchaser, on or before for the related Closing Date, at the expense of the Company. The Company shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered Loans to the Purchaser. The Servicing File shall contain all documents necessary to service the Mortgage LoansInitial Purchaser or its designee. The possession of each Servicing File by the Company Seller is at the will of the Purchaser, for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by Loan during the Company is in a custodial capacity onlyrelated Interim Servicing Period. From the related each Closing Date, the ownership of each related Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been shall be vested in the Initial Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the possession of the Company Seller shall be received and held by the Company Seller in trust for the benefit of the Initial Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files retained by the Company Seller shall be appropriately identified in the Company's Seller’s computer system to clearly reflect the ownership of the Mortgage Loans by the Initial Purchaser. The Company shall release In addition, in connection with the assignment of any MERS Mortgage Loan, the Seller agrees that it will cause, at its custody of own expense, the contents of MERS® System to indicate that such Mortgage Loans have been assigned by the Mortgage Files only Seller to the Initial Purchaser or its designee in accordance with written instructions this Agreement by including (or deleting, in the case of the Purchaser, except when such release is required as incidental to the Company's servicing of the Mortgage Loans or is which are repurchased in connection accordance with a repurchase this Agreement) in such computer files the information required by the MERS® System to identify the Initial Purchaser of such Mortgage Loans. The Seller further agrees that it will not alter the information referenced in this paragraph with respect to any Mortgage Loan or Loans with respect thereto pursuant to this Agreement and during the related Term Sheet, such written instructions shall not be requiredInterim Servicing Period unless otherwise directed by the Initial Purchaser.

Record Title and Possession of Mortgage Files; Maintenance of Servicing Files. As of the related Closing Date, the Company sold, transferred, assigned, set over and conveyed to the Purchaser, without recourse, on a servicing retained basis, and the Company hereby acknowledges that the Purchaser has, but subject to the terms of this Agreement and the related Term Sheet, all the right, title and interest of the Company in and to the Mortgage Loans. Company will deliver the Mortgage Files to the Custodian designated by Purchaser, on or before the related Closing Date, at the expense of the Company. The Company shall cause the Servicer to maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Purchaser. The Servicing File shall contain all documents necessary to service the Mortgage Loans. The possession of each Servicing File by the Company Servicer is at the will of the Purchaser, for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company Servicer is in a custodial capacity only. From the related Closing Date, the ownership of each Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the possession of the Company shall be received and held by the Company in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files retained by the Company or any Servicer shall be appropriately identified in the Company's or such Servicer’s computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company shall release and shall cause each Servicer to release its custody of the contents of the Mortgage Files only in accordance with written instructions of the Purchaser, except when such release is required as incidental to the Company's Servicer’s servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or Loans with respect thereto pursuant to this Agreement and the related Term Sheet, such written instructions shall not be required.

Record Title and Possession of Mortgage Files; Maintenance of Servicing Files. As of the related Closing Date, the Company Seller sold, transferred, assigned, set over and conveyed to the Purchaser, without recourse, on a servicing retained basis, and the Company Seller hereby acknowledges that the Purchaser has, but subject to the terms of this Agreement and the related Term SheetAgreement, all the right, title and interest of the Company Seller in and to the Mortgage Loans. Company will deliver The delivery of the Mortgage Files to was on the Custodian designated by Purchaser, on or before the related Closing Date, Date at the expense of the CompanySeller. The Company Seller shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Purchaser. The Servicing File shall contain all documents necessary to service the Mortgage Loans. The possession of each Servicing File by the Company Seller is at the will of the Purchaser, for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company Seller is in a custodial capacity only. From the related Closing Date, the ownership of each Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the possession of the Company Seller shall be received and held by the Company Seller in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files retained by the Company Seller shall be appropriately identified in the CompanySeller's computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company Seller shall release its custody of the contents of the Mortgage Files only in accordance with written instructions of the Purchaser, except when such release is required as incidental to the CompanySeller's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or Loans with respect thereto pursuant to this Agreement and the related Term SheetAgreement, such written instructions shall not be required.

Record Title and Possession of Mortgage Files; Maintenance of Servicing Files. As of the related Closing Date, the Company applicable Seller sold, transferred, assigned, set over and conveyed to the Purchaser, without recourse, on a servicing retained basis, and the Company applicable Seller hereby acknowledges that the Purchaser has, but subject to the terms of this Agreement and the related Term SheetAgreement, all the right, title and interest of the Company applicable Seller in and to the Mortgage LoansLoans included in such related Mortgage Loan Package. Company will deliver The delivery of the Mortgage Files to the Custodian designated by Purchaser, was on or before the related Closing Date, Date at the expense of the Companyapplicable Seller. The Company Each Servicer shall maintain a Servicing File consisting of a copy or image of the contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Purchaser. The Servicing File shall contain all documents necessary to service the Mortgage Loans. The possession of each Servicing File by the Company applicable Servicer is at the will of the Purchaser, for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company applicable Servicer is in a custodial capacity only. From the related Closing Date, the ownership of each Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the possession of the Company applicable Servicer shall be received and held by the Company applicable Servicer in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files retained by the Company applicable Servicer shall be appropriately identified in the Company's applicable Servicer’s computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company applicable Servicer shall release its custody of the contents of the Mortgage Files only in accordance with written instructions of the Purchaser, except when such release is required as incidental to the Company's Servicer’s servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or Loans with respect thereto pursuant to this Agreement and the related Term SheetAgreement, such written instructions shall not be required.

Record Title and Possession of Mortgage Files; Maintenance of Servicing Files. As of the related Closing Date, the Company sold, transferred, assigned, set over and conveyed to the Purchaser, without recourse, on a servicing retained basis, and the Company hereby acknowledges that the Purchaser has, but subject to the terms of this Agreement and the related Term Sheet, all the right, title and interest of the Company in and to the Mortgage Loans. Company will deliver the Mortgage Files to the Custodian designated by Purchaser, on or before the related Closing Date, at the expense of the Company. The Company shall cause the Servicer to maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Purchaser. The Servicing File shall contain all documents necessary to service the Mortgage Loans. The possession of each Servicing File by the Company Servicer is at the will of the Purchaser, for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company Servicer is in a custodial capacity only. From the related Closing Date, the ownership of each Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the possession of the Company shall be received and held by the Company in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files retained by the Company shall be appropriately identified in the Company's computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company shall release its custody of the contents of the Mortgage Files only in accordance with written instructions of the Purchaser, except when such release is required as incidental to the CompanyServicer's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or Loans with respect thereto pursuant to this Agreement and the related Term Sheet, such written instructions shall not be required.

Record Title and Possession of Mortgage Files; Maintenance of Servicing Files. As of the related Closing Date, the Company Seller sold, transferred, assigned, set over and conveyed to the Purchaser, without recourse, on a servicing retained basis, and the Company Seller hereby acknowledges that the Purchaser has, but subject to the terms of this Agreement and the related Term SheetAgreement, all the right, title and interest of the Company Seller in and to the Mortgage Loans. Company will deliver The delivery of the Mortgage Files to the Custodian designated by Purchaser, was on or before the related Closing Date, Date at the expense of the CompanySeller. The Company Seller shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Purchaser. The Servicing File shall contain all documents necessary to service the Mortgage Loans. The possession of each Servicing File by the Company Seller is at the will of the Purchaser, for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company Seller is in a custodial capacity only. From the related Closing Date, the ownership of each Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the possession of the Company Seller shall be received and held by the Company Seller in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files retained by the Company Seller shall be appropriately identified in the Company's Seller’s computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company Seller shall release its custody of the contents of the Mortgage Files only in accordance with written instructions of the Purchaser, except when such release is required as incidental to the Company's Seller’s servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or Loans with respect thereto pursuant to this Agreement and the related Term SheetAgreement, such written instructions shall not be required.

Record Title and Possession of Mortgage Files; Maintenance of Servicing Files. As of the related Closing Date, the Company sold, transferred, assigned, set over and conveyed to the Purchaser, without recourse, on a servicing retained basis, and the Company hereby acknowledges that the Purchaser has, but subject to the terms of this Agreement and the related Term Sheet, all the right, title and interest of the Company in and to the Mortgage Loans. Company will deliver the Mortgage Files to the Custodian designated by Purchaser, on or before the related Closing Date, at the expense of the Company. The Company Servicer shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Purchaser. The Servicing File File, which shall contain all documents necessary to service the Mortgage Loans. The possession of each Servicing File by the Company Servicer is at the will of the Purchaser, for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company Servicer is in a custodial capacity only. From the related Closing Date, the ownership of each Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the possession of the Company Servicer shall be received and held by the Company Servicer in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files retained by the Company Servicer shall be appropriately identified in the Company's Servicer’s computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company Servicer shall release its custody of the contents of the Mortgage Files only in accordance with written instructions of the Purchaser, except when such release is required as incidental to the Company's Servicer’s servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or Loans with respect thereto pursuant to this Agreement and the related Term Sheet, such written instructions shall not be required.

Record Title and Possession of Mortgage Files; Maintenance of Servicing Files. As of the related each Closing Date, the Company Seller will have sold, transferred, assigned, set over and conveyed to the Purchaser, without recourse, on a servicing retained basis, and the Company Seller hereby acknowledges that the Purchaser has, but subject to the terms of this Agreement and the related Term Sheetwill have, all the right, title and interest of the Company Seller in and to the Mortgage Loans. Company will In accordance with Section 2.07, the Seller shall deliver at its own expense, the Mortgage Files for the related Mortgage Loans to the Custodian designated by PurchaserPurchaser or its designee. In addition, on or before the related each Closing Date, the Seller shall deliver at its own expense, the expense of related Servicing Files for the Company. The Company shall maintain a Servicing File consisting of a copy of the contents of each related Mortgage File and the originals of the documents in each Mortgage File not delivered Loans to the Purchaser. The Servicing File shall contain all documents necessary to service the Mortgage LoansServicer. The possession of each Servicing File by the Company Servicer is at the will of the Purchaser, for the sole purpose of servicing the related Mortgage LoanLoan during the Interim Servicing Period, and such retention and possession by the Company Servicer is in a custodial capacity only. From the related each Closing Date, the ownership of each related Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the possession of the Company Seller shall be received and held by the Company Seller in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files retained by the Company Seller shall be appropriately identified in the Company's Seller’s computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company Servicer shall release its custody of the contents of the Mortgage Servicing Files only in accordance with written instructions of the Purchaser, except when such release is required as incidental to the Company's Servicer’s servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or Loans with respect thereto pursuant to this Agreement and the related Term SheetAgreement, such written instructions shall not be required. Servicing Files for the Mortgage Loans shall be delivered to the Purchaser or its designee on or before the Servicing Transfer Date. In addition, in connection with the assignment of any MERS Mortgage Loan, the Seller agrees that it will cause, at its own expense, the MERS® System to indicate that such Mortgage Loans have been assigned by the Seller to the Purchaser in accordance with this Agreement by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files the information required by the MERS® System to identify the Purchaser of such Mortgage Loans. The Seller further agrees that it will not, and will not permit the Servicer to, and the Servicer agrees that it will not, alter the information referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement.

Record Title and Possession of Mortgage Files; Maintenance of Servicing Files. As of the related Closing Date, the Company sold, transferred, assigned, set over and conveyed to the Purchaser, without recourse, on a servicing retained basis, and the Company hereby acknowledges that the Purchaser has, but subject to the terms of this Agreement and the related Term Sheet, all the right, title and interest of the Company in and to the Mortgage Loans. Company will deliver the Mortgage Files to the Custodian designated by Purchaser, on or before the related Closing Date, at the expense of the Company. The Company shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Purchaser. The Servicing File shall contain all documents necessary to service the Mortgage Loans. The possession of each Servicing File by the Company is at the will of the Purchaser, for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. From the related Closing Date, the ownership awnership of each Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the possession of the Company shall be received and held by the Company in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files retained by the Company shall be appropriately identified in the Company's computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company shall release its custody of the contents of the Mortgage Files only in accordance with written instructions of the Purchaser, except when such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or Loans with respect thereto pursuant to this Agreement and the related Term Sheet, such written instructions shall not be required.. Section 2.05

Record Title and Possession of Mortgage Files; Maintenance of Servicing Files. As of the related each Closing Date, the Company Seller will have sold, transferred, assigned, set over and conveyed to the Purchaser, without recourse, on a servicing retained basis, and the Company Seller hereby acknowledges that the Purchaser has, but subject to the terms of this Agreement and the related Term Sheetwill have, all the right, title and interest of the Company Seller in and to the Mortgage Loans. Company will In accordance with Section 2.07, the Seller shall deliver at its own expense, the Mortgage Files for the related Mortgage Loans to the Custodian designated by PurchaserPurchaser or its designee. In addition, on or before the related each Closing Date, the Seller shall deliver at its own expense, the expense of related Servicing Files for the Company. The Company shall maintain a Servicing File consisting of a copy of the contents of each related Mortgage File and the originals of the documents in each Mortgage File not delivered Loans to the Purchaser. The Servicing File shall contain all documents necessary to service the Mortgage LoansServicer. The possession of each Servicing File by the Company Servicer is at the will of the Purchaser, for the sole purpose of servicing the related Mortgage LoanLoan during the Interim Servicing Period, and such retention and possession by the Company Servicer is in a custodial capacity only. From the related each Closing Date, the ownership of each related Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the possession of the Company Seller shall be received and held by the Company Seller in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files retained by the Company Seller shall be appropriately identified in the CompanySeller's computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company Servicer shall release its custody of the contents of the Mortgage Servicing Files only in accordance with written instructions of the Purchaser, except when such release is required as incidental to the CompanyServicer's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or Loans with respect thereto pursuant to this Agreement and the related Term SheetAgreement, such written instructions shall not be required. Servicing Files for the Mortgage Loans shall be delivered to the Purchaser or its designee on or before the Servicing Transfer Date. In addition, in connection with the assignment of any MERS Mortgage Loan, the Seller agrees that it will cause, at its own expense, the MERS® System to indicate that such Mortgage Loans have been assigned by the Seller to the Purchaser in accordance with this Agreement by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files the information required by the MERS® System to identify the Purchaser of such Mortgage Loans. The Seller further agrees that it will not, and will not permit the Servicer to, and the Servicer agrees that it will not, alter the information referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement.

Record Title and Possession of Mortgage Files; Maintenance of Servicing Files. As of the related each Closing Date, the Company Seller will have sold, transferred, assigned, set over and conveyed to the Purchaser, without recourse, on a servicing retained basisrecourse (except as otherwise set forth in this Agreement and the related Purchase Price and Terms Letter), and the Company Seller hereby acknowledges that the Purchaser has, but subject to the terms of this Agreement and the related Term Sheetwill have, all the right, title and interest of the Company Seller in and to the Mortgage Loans. Company will In accordance with Section 2.07, the Seller shall deliver at its own expense, the Mortgage Files to the Custodian designated by Purchaser, on or before for the related Closing Date, at the expense of the Company. The Company shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered Loans to the Purchaser. The Servicing File shall contain all documents necessary to service the Mortgage LoansPurchaser or its designee. The possession of each Servicing File by the Company Seller is at the will of the Purchaser, for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. From the related each Closing Date, the ownership of each related Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the possession of the Company Seller shall be received and held by the Company Seller in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files retained by the Company Seller shall be appropriately identified in the Company's Seller’s computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company shall release its custody Record title to each Mortgage and the related Mortgage Note as of the contents related Closing Date shall be in the name of the Mortgage Files only in accordance with written instructions Seller, the Purchaser or one or more designees of the Purchaser, except when such release is as the Purchaser shall designate. Record title to each Mortgage and the related Mortgage Note shall be transferred by Seller to Purchaser. Seller shall, with respect to any Mortgage Loan not registered with the MERS System, at the option of Purchaser, either (i) prepare and cause to be recorded the Assignment of Mortgage for each Mortgage Loan and shall, promptly upon its receipt of each original recorded Assignment of Mortgage from the applicable recording office, deliver the same to Purchaser, or (ii) prepare and deliver to Purchaser an original Assignment of Mortgage from Seller to Purchaser or in blank. Seller shall bear the cost and expense related to (i) providing all Assignments of Mortgages and endorsements of Mortgage Notes for any transfer of record title required as incidental hereunder with respect to the Company's servicing obligations of the Mortgage Notes and the underlying security interest related to each Mortgage Loan and (ii) recording fees and fees for title policy endorsements. Notwithstanding the foregoing, beneficial ownership of each Mortgage and the related Mortgage Note shall be vested solely in the Purchaser or the appropriate designee of the Purchaser, as the case may be. All rights arising out of the Mortgage Loans including, but not limited to, all funds received by the Seller after the related Cut-off Date on or is in connection with a repurchase Mortgage Loan as provided in Section 2.02 shall be vested in the Purchaser or one or more designees of the Purchaser; provided, however, that all such funds received on or in connection with a Mortgage Loan as provided in Section 2.02 shall be received and held by the Seller in trust for the benefit of the Purchaser or the assignee of the Purchaser, as the case may be, as the owner of the Mortgage Loans pursuant to the terms of this Agreement. In addition, in connection with the assignment of any MERS Mortgage Loan, the Seller agrees that it will cause, at its own expense, the MERS® System to indicate that such Mortgage Loans have been assigned by the Seller to the Purchaser in accordance with this Agreement by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files the information required by the MERS® System to identify the Purchaser of such Mortgage Loans. The Seller further agrees that it will not alter the information referenced in this paragraph with respect to any Mortgage Loan or Loans with respect thereto pursuant to during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the related Term Sheet, such written instructions shall not be requiredterms of this Agreement.