Common use of Sale of Mortgage Loans; Possession of Mortgage Loan Files; Maintenance of Mortgage Loan Files Clause in Contracts

Sale of Mortgage Loans; Possession of Mortgage Loan Files; Maintenance of Mortgage Loan Files. (a) (i) From time to time, pursuant to any Transfer Supplement, each Seller may sell, transfer, assign, set over and convey to the Issuer, without recourse, but subject to the terms hereof, all the right, title and interest of such Seller in and to each Mortgage Loan and any Additional Balance related to any HELOC purchased by the Issuer on a prior Closing Date identified on such Transfer Supplement; provided, however, that the Issuer shall not at any time be required to purchase Mortgage Loans or any Additional Balances having an aggregate Outstanding Purchase Price greater than the sum of (i) the then-current Facility Size, less (ii) the aggregate Outstanding Purchase Price of all Mortgage Loans (including any Additional Balance previously purchased by the Issuer with respect thereto) owned by the Issuer at such time; provided further, that each Mortgage Loan transferred on each Closing Date must be an Eligible Loan; provided, further, that mortgage loans originated by NCMC may only be sold to the Issuer after the NCMC Effective Date; provided, further, that any transfer of a HELOC on a Closing Date shall include all right, title and interest of such Seller in, to and under such Mortgage Loan including its unpaid principal balance on such Closing Date, but shall not include any future Draws on such HELOC, which such Seller may elect to sell to the Issuer as an Additional Balance on a subsequent Closing Date; provided, finally, that the Issuer shall not purchase Mortgage Loans on any day unless, after giving effect to any issuance of Secured Liquidity Notes on such day, the payment of Secured Liquidity Notes maturing or matured on such day, the payment of outstanding Extended Notes on such day, the issuance of the Subordinated Notes on such day, the payment of outstanding Subordinated Notes maturing or matured on such day and the purchase and sale of Mortgage Loans on such day, the Borrowing Base Test is satisfied. In connection with the sale of Mortgage Loans to the Issuer, each Seller shall sell, transfer, assign, set over and convey to the Issuer all right, title and interest of such Seller in and to the servicing rights related to such Mortgage Loans. The applicable Seller shall provide a notice to the Issuer, the Servicer, the Indenture Trustee, the Collateral Agent and each Swap Counterparty as required by Section 2.2 hereof. In such notice, the applicable Seller shall inform the Issuer of the aggregate principal balance of the Mortgage Loans and Additional Balances that it intends to sell on such date. The subject Portfolio and related servicing rights shall be sold by such Seller to the Issuer as described in Section 2.2 hereof. Each Transfer Supplement shall be executed by the applicable Seller and the Issuer at the time of the sale of the subject Portfolio and related servicing rights. Notwithstanding the foregoing, the Issuer may not purchase any (i) Mortgage Loans or Additional Balances during the continuation of an Extended Note Amortization Event, or a Termination Event, or (ii) any Junior Loans or Additional Balances during the continuation of a Junior Loan Exposure Trigger Event. (ii) Upon execution of any Transfer Supplement by the applicable Seller and the Issuer and receipt of the Initial Purchase Price therefor, such Seller hereby sells, assigns, transfers, sets over and conveys to the Issuer all right, title and interest of such Seller in, to and under each Mortgage Loan, Additional Balances and any related servicing rights identified on such Transfer Supplement (but excluding any Excluded Amounts with respect to any HELOCs). It is intended that the transfer, assignment and conveyance herein contemplated constitute a sale of the Mortgage Loans and Additional Balances, conveying good title thereto free and clear of any liens, by such Seller to the Issuer and that the Mortgage Loans, Additional Balances and related servicing rights not be part of such Seller’s estate in the event of insolvency. In the event that the Mortgage Loans, Additional Balances and related servicing rights are held to be property of such Seller or if for any other reason any Transfer Supplement is held or deemed not to absolutely sell and assign the Mortgage Loans, Additional Balances and related servicing rights, the parties intend that such Seller shall be deemed to have granted, and does hereby grant, to the Issuer a valid security interest, free and clear of any lien, claim or interest of any other Person, in such Seller’s right, title and interest in the Mortgage Loans, Additional Balances, all related servicing rights and all collateral related thereto now existing or hereafter arising for the purpose of securing the rights of the Issuer under this Agreement (but excluding any Excluded Amounts with respect to any HELOCs), and that this Agreement and the Transfer Supplement shall each constitute a security agreement under applicable law. (iii) Although Additional Balances may be sold by a Seller to the Issuer on any Closing Date pursuant to this Section 2.1, none of the Issuer, the Indenture Trustee, the Collateral Agent or any other Secured Party assumes the obligation under any HELOC that provides for the funding of future Draws by the Mortgagor thereunder. (b) Pursuant to Section 2.5 hereof, on or prior to the Closing Date, the applicable Seller shall deliver and release each related Mortgage Note, Mortgage and Assignment of Mortgage, to the Custodian, as bailee, initially for the Issuer and then for the Collateral Agent pursuant to the Custodial Agreement. The applicable Seller shall deliver the related Loan Documents not delivered to the Custodian (the “Servicing File”) to the Servicer and the contents of each related Servicing File shall be held in trust by the Servicer, as bailee, for the benefit of the Issuer as owner and the Collateral Agent as secured party; provided, however, that the failure of such Seller to deliver any such Loan Document, which failure does not have a material and adverse impact on the value of a Mortgage Loan, shall not constitute a breach of this Agreement; provided, further, that all Mortgage Notes, Mortgages and Assignments of Mortgages shall be delivered to the Custodian, as bailee, initially for the Issuer and then for the Collateral Agent, as provided in the first sentence of this Section 2.1(b). The possession of each Servicing File by the Servicer is at the will of the Issuer or the Collateral Agent, as applicable, for the sole purpose of servicing the related Mortgage Loan and such retention and possession by the Servicer is in a custodial capacity only. Upon the sale of the Mortgage Loans to the Issuer, the ownership of each related Mortgage Note, Mortgage, Assignment of Mortgage and the remainder of the Mortgage Loan File shall vest immediately in the Issuer, and the ownership of all other records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Servicer shall vest immediately in the Issuer and the Collateral Agent on behalf of the Secured Parties and shall be retained and maintained by the Servicer, in trust, at the will of the Issuer and the Collateral Agent and only in such custodial capacity. Each Servicing File and the Servicer’s books and records shall be marked appropriately to reflect clearly the sale of the related Mortgage Loans to the Issuer and the Collateral Agent on behalf of the Secured Parties. The Custodian shall only release its custody of the Mortgage Notes, Mortgages, Assignments of Mortgages and other contents of a Mortgage Loan File in its possession in accordance with the Custodial Agreement. The Mortgage Loan File shall consist of the following documents (constituting, collectively, the “Loan Documents”) and such other documents as the Issuer may reasonably require from time to time: (i) the original Mortgage Note or, if such Mortgage Note is lost, a certified copy thereof along with a Lost Note Affidavit and Indemnity substantially in the form attached to the Custodial Agreement as Exhibit H, or a Seller’s Lost Note Affidavit and Indemnity substantially in the form attached hereto as Exhibit E and the original of any guarantee executed in connection with the Mortgage Note (if any); (ii) the original Mortgage with evidence of recording thereon. If in connection with each Mortgage Loan, the applicable Seller cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, such Seller shall deliver or cause to be delivered to the Custodian, (a) in the case of a delay caused by the public recording office, a photocopy of such Mortgage, together with an Officer’s Certificate of such Seller stating that such Mortgage has been dispatched to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Custodian upon receipt thereof by such Seller or (b) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a photocopy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage; (iii) the originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon; (iv) except with respect to a MERS Mortgage (which shall not require an Assignment of Mortgage), the original duly executed Assignment of Mortgage for each Mortgage Loan, in form and substance acceptable for recording; if the Mortgage Loan was acquired by the applicable Seller in a merger, any Assignment of Mortgage (other than with respect to a MERS Mortgage, which shall not require an assignment) must be made by “[Seller], successor by merger to [name of predecessor].” If the Mortgage Loan was acquired or originated by the applicable Seller while doing business under another name, any Assignment of Mortgage (other than with respect to a MERS Mortgage, which shall not require an assignment) must be by “[Seller], formerly known as [previous name].” If the Mortgage Loan was acquired by the applicable Seller as receiver for another entity, any Assignment of Mortgage (other than with respect to a MERS Mortgage, which shall not require an assignment) must be by “[Seller], receiver for [name of entity in receivership].” Any Assignment of Mortgage must be duly recorded only if recordation is required as provided in Section 12.9 hereof. If any Assignment of Mortgage is to be recorded, the Mortgage shall be assigned to the Custodian. If any Assignment of Mortgage is not to be recorded but is otherwise required hereunder, such Assignment of Mortgage shall be delivered in blank. If such original Assignment of Mortgage has been sent for recording but has not been returned from the applicable recording office or has been lost or if such public recording office retains the original Assignment of Mortgage, the applicable Seller shall deliver or cause to be delivered to the Servicer, (a) in the case of a delay caused by the public recording office, a photocopy of such Assignment of Mortgage, together with an Officer’s Certificate of such Seller stating that such Assignment of Mortgage has been dispatched to the appropriate public recording office for recordation and that such Assignment of Mortgage or a copy of such Assignment of Mortgage certified by the appropriate public recording office to be a true and complete copy of the original Assignment of Mortgage will be promptly delivered to the Servicer upon receipt thereof by such Seller or (b) in the case of an Assignment of Mortgage where a public recording office retains the original Assignment of Mortgage or in a case where an Assignment of Mortgage is lost after recordation in a public recording office, a copy of such Assignment of Mortgage certified by such public recording office to be a true and complete copy of the original Assignment of Mortgage; (v) the originals of all intervening assignments of mortgage from any Person not an Affiliate of the applicable Seller, with evidence of recording thereon (if such recording is necessary as represented in Section 3.2 (cc) hereof), or if any such intervening assignment has not been returned from the applicable recording office or has been lost or if such public recording office retains the original recorded assignment of mortgage, such Seller shall deliver or cause to be delivered to the Servicer, (a) in the case of a delay caused by the public recording office, a photocopy of such intervening assignment, together with an Officer’s Certificate of such Seller stating that such intervening assignment of mortgage has been dispatched to the appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the Servicer upon receipt thereof by such Seller or (b) in the case of an intervening assignment where a public recording office retains the original recorded intervening assignment or in a case where an intervening assignment is lost after recordation in a public recording office, a copy of such intervening assignment certified by such public recording office to be a true and complete copy of the original recorded intervening assignment; (vi) if available, either (a) the original mortgagee title insurance policy or, if the policy has not yet been issued, the irrevocable written commitment, interim binder or marked up binder for a title insurance policy issued by the title insurance company dated and certified as of the date the Mortgage Loan was funded, or (b) the original attorney’s opinion of title; (vii) the original of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage; and (viii) if any Mortgage Loan is sold to any Agency, the originals of other documents, forms, releases, certifications and papers required by the applicable Agency Custodial Agreement. (c) It is the intention of this Agreement that each conveyance of the applicable Seller’s right, title and interest in and to each Mortgage Loan pursuant to this Agreement and any Transfer Supplement shall constitute a purchase and sale and not a loan.

Sale of Mortgage Loans; Possession of Mortgage Loan Files; Maintenance of Mortgage Loan Files. (a) (i) From time to time, pursuant to any Transfer Supplement, each the Seller may sell, transfer, assign, set over and convey to the Issuer, without recourse, but subject to the terms hereof, all the right, title and interest of such the Seller in and to each Mortgage Loan and any Additional Balance related to any HELOC purchased by the Issuer on a prior Closing Date identified on such Transfer Supplement, including Wet Funded Loans; provided, however, that the Issuer shall not at any time be required to purchase Mortgage Loans or any Additional Balances having an aggregate Outstanding Purchase Price greater than to the sum of (i) the then-current Facility Sizeextent that, less (ii) after giving effect to such purchase, the aggregate Outstanding Purchase Price of all Mortgage Loans (including any Additional Balance previously purchased by the Issuer with respect thereto) owned by the Issuer at such timeis greater than the then-current Program Size; provided provided, further, that each Mortgage Loan transferred on each Closing Date must be an Eligible Loan; provided, further, that mortgage loans originated by NCMC may only be sold to the Issuer after the NCMC Effective Date; provided, further, that any transfer of a HELOC on a Closing Date shall include all right, title and interest of such Seller in, to and under such Mortgage Loan including its unpaid principal balance on such Closing Date, but shall not include any future Draws on such HELOC, which such Seller may elect to sell to the Issuer as an Additional Balance on a subsequent Closing Date; provided, finally, that the Issuer shall not purchase Mortgage Loans on any day unless, after giving effect to any issuance of Secured Liquidity Notes on such day, the payment of Secured Liquidity Notes maturing or matured on such day, the payment of outstanding Extended Notes on such day, the issuance of the Subordinated Notes on such day, the payment of outstanding Subordinated Notes maturing or matured on such day and the purchase and sale of Mortgage Loans on such day, the Borrowing Base Test is satisfied. In connection with the sale of Mortgage Loans to the Issuer, each the Seller shall sell, transfer, assign, set over and convey to the Issuer all right, title and title, interest of such the Seller in and to the servicing rights related to such Mortgage Loans. The applicable Seller shall provide a notice to the Issuer, the ServicerCollateral Agent, the Indenture Trustee, the Collateral Agent Trustee and each Swap Counterparty as required by Section 2.2 hereofnot later than 6:00 p.m. Eastern time on the Business Day preceding the related Closing Date of its intention to sell a Portfolio to the Issuer pursuant to a Transfer Supplement (each, a “Purchase Notice”). In such noticePurchase Notice, the applicable Seller shall inform the Issuer of the aggregate principal balance of the intent to sell Mortgage Loans and Additional Balances the proposed aggregate Initial Purchase Price for each portfolio of Mortgage Loans that it intends to sell on such date. The subject Portfolio and related servicing rights shall be sold by such the Seller to the Issuer as described in Section 2.2 hereof. Each Transfer Supplement shall be executed by the applicable Seller and the Issuer at the time of the sale of the subject Portfolio and related servicing rights. Notwithstanding the foregoing, the Issuer may not purchase any (i) Mortgage Loans or Additional Balances during the continuation of an Extended Note Amortization Event, Event or a Termination Event, or (ii) any Junior Loans or Additional Balances during following the continuation occurrence of a Junior Loan Exposure Trigger an Early Accumulation Event. (ii) Upon execution of any Transfer Supplement by the applicable Seller and the Issuer and receipt of the Initial Purchase Price therefor, such Seller hereby sells, assigns, transfers, sets over and conveys to the Issuer all right, title and interest of such Seller in, to and under each Mortgage Loan, Additional Balances and any related servicing rights identified on such Transfer Supplement (but excluding any Excluded Amounts with respect to any HELOCs). It is intended that the transfer, assignment and conveyance herein contemplated constitute a sale of the Mortgage Loans and Additional Balances, conveying good title thereto free and clear of any liens, by such Seller to the Issuer and that the Mortgage Loans, Additional Balances and related servicing rights not be part of such Seller’s estate in the event of insolvency. In the event that the Mortgage Loans, Additional Balances and related servicing rights are held to be property of such Seller or if for any other reason any Transfer Supplement is held or deemed not to absolutely sell and assign the Mortgage Loans, Additional Balances and related servicing rights, the parties intend that such Seller shall be deemed to have granted, and does hereby grant, to the Issuer a valid security interest, free and clear of any lien, claim or interest of any other Person, in such Seller’s right, title and interest in the Mortgage Loans, Additional Balances, all related servicing rights and all collateral related thereto now existing or hereafter arising for the purpose of securing the rights of the Issuer under this Agreement (but excluding any Excluded Amounts with respect to any HELOCs), and that this Agreement and the Transfer Supplement shall each constitute a security agreement under applicable law. (iii) Although Additional Balances may be sold by a Seller to the Issuer on any Closing Date pursuant to this Section 2.1, none of the Issuer, the Indenture Trustee, the Collateral Agent or any other Secured Party assumes the obligation under any HELOC that provides for the funding of future Draws by the Mortgagor thereunder. (b) Pursuant to Section 2.5 hereof, on or prior to the Closing Date, the applicable Seller shall deliver and release each related Mortgage Note, Mortgage and Assignment of Mortgage, to the Custodian, as bailee, initially for the Issuer and then for the Collateral Agent pursuant to the Custodial Agreement. The applicable Seller shall deliver the related Loan Documents not delivered to the Custodian (the “Servicing File”) to the Servicer and the contents of each related Servicing File shall be held in trust by the Servicer, as bailee, for the benefit of the Issuer as owner and the Collateral Agent as secured party; provided, however, that the failure of such Seller to deliver any such Loan Document, which failure does not have a material and adverse impact on the value of a Mortgage Loan, shall not constitute a breach of this Agreement; provided, further, that all Mortgage Notes, Mortgages and Assignments of Mortgages shall be delivered to the Custodian, as bailee, initially for the Issuer and then for the Collateral Agent, as provided in the first sentence of this Section 2.1(b). The possession of each Servicing File by the Servicer is at the will of the Issuer or the Collateral Agent, as applicable, for the sole purpose of servicing the related Mortgage Loan and such retention and possession by the Servicer is in a custodial capacity only. Upon the sale of the Mortgage Loans to the Issuer, the ownership of each related Mortgage Note, Mortgage, Assignment of Mortgage and the remainder of the Mortgage Loan File shall vest immediately in the Issuer, and the ownership of all other records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Servicer shall vest immediately in the Issuer and the Collateral Agent on behalf of the Secured Parties and shall be retained and maintained by the Servicer, in trust, at the will of the Issuer and the Collateral Agent and only in such custodial capacity. Each Servicing File and the Servicer’s books and records shall be marked appropriately to reflect clearly the sale of the related Mortgage Loans to the Issuer and the Collateral Agent on behalf of the Secured Parties. The Custodian shall only release its custody of the Mortgage Notes, Mortgages, Assignments of Mortgages and other contents of a Mortgage Loan File in its possession in accordance with the Custodial Agreement. The Mortgage Loan File shall consist of the following documents (constituting, collectively, the “Loan Documents”) and such other documents as the Issuer may reasonably require from time to time: (i) the original Mortgage Note or, if such Mortgage Note is lost, a certified copy thereof along with a Lost Note Affidavit and Indemnity substantially in the form attached to the Custodial Agreement as Exhibit H, or a Seller’s Lost Note Affidavit and Indemnity substantially in the form attached hereto as Exhibit E and the original of any guarantee executed in connection with the Mortgage Note (if any); (ii) the original Mortgage with evidence of recording thereon. If in connection with each Mortgage Loan, the applicable Seller cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, such Seller shall deliver or cause to be delivered to the Custodian, (a) in the case of a delay caused by the public recording office, a photocopy of such Mortgage, together with an Officer’s Certificate of such Seller stating that such Mortgage has been dispatched to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Custodian upon receipt thereof by such Seller or (b) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a photocopy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage; (iii) the originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon; (iv) except with respect to a MERS Mortgage (which shall not require an Assignment of Mortgage), the original duly executed Assignment of Mortgage for each Mortgage Loan, in form and substance acceptable for recording; if the Mortgage Loan was acquired by the applicable Seller in a merger, any Assignment of Mortgage (other than with respect to a MERS Mortgage, which shall not require an assignment) must be made by “[Seller], successor by merger to [name of predecessor].” If the Mortgage Loan was acquired or originated by the applicable Seller while doing business under another name, any Assignment of Mortgage (other than with respect to a MERS Mortgage, which shall not require an assignment) must be by “[Seller], formerly known as [previous name].” If the Mortgage Loan was acquired by the applicable Seller as receiver for another entity, any Assignment of Mortgage (other than with respect to a MERS Mortgage, which shall not require an assignment) must be by “[Seller], receiver for [name of entity in receivership].” Any Assignment of Mortgage must be duly recorded only if recordation is required as provided in Section 12.9 hereof. If any Assignment of Mortgage is to be recorded, the Mortgage shall be assigned to the Custodian. If any Assignment of Mortgage is not to be recorded but is otherwise required hereunder, such Assignment of Mortgage shall be delivered in blank. If such original Assignment of Mortgage has been sent for recording but has not been returned from the applicable recording office or has been lost or if such public recording office retains the original Assignment of Mortgage, the applicable Seller shall deliver or cause to be delivered to the Servicer, (a) in the case of a delay caused by the public recording office, a photocopy of such Assignment of Mortgage, together with an Officer’s Certificate of such Seller stating that such Assignment of Mortgage has been dispatched to the appropriate public recording office for recordation and that such Assignment of Mortgage or a copy of such Assignment of Mortgage certified by the appropriate public recording office to be a true and complete copy of the original Assignment of Mortgage will be promptly delivered to the Servicer upon receipt thereof by such Seller or (b) in the case of an Assignment of Mortgage where a public recording office retains the original Assignment of Mortgage or in a case where an Assignment of Mortgage is lost after recordation in a public recording office, a copy of such Assignment of Mortgage certified by such public recording office to be a true and complete copy of the original Assignment of Mortgage; (v) the originals of all intervening assignments of mortgage from any Person not an Affiliate of the applicable Seller, with evidence of recording thereon (if such recording is necessary as represented in Section 3.2 (cc) hereof), or if any such intervening assignment has not been returned from the applicable recording office or has been lost or if such public recording office retains the original recorded assignment of mortgage, such Seller shall deliver or cause to be delivered to the Servicer, (a) in the case of a delay caused by the public recording office, a photocopy of such intervening assignment, together with an Officer’s Certificate of such Seller stating that such intervening assignment of mortgage has been dispatched to the appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the Servicer upon receipt thereof by such Seller or (b) in the case of an intervening assignment where a public recording office retains the original recorded intervening assignment or in a case where an intervening assignment is lost after recordation in a public recording office, a copy of such intervening assignment certified by such public recording office to be a true and complete copy of the original recorded intervening assignment; (vi) if available, either (a) the original mortgagee title insurance policy or, if the policy has not yet been issued, the irrevocable written commitment, interim binder or marked up binder for a title insurance policy issued by the title insurance company dated and certified as of the date the Mortgage Loan was funded, or (b) the original attorney’s opinion of title; (vii) the original of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage; and (viii) if any Mortgage Loan is sold to any Agency, the originals of other documents, forms, releases, certifications and papers required by the applicable Agency Custodial Agreement. (c) It is the intention of this Agreement that each conveyance of the applicable Seller’s right, title and interest in and to each Mortgage Loan pursuant to this Agreement and any Transfer Supplement shall constitute a purchase and sale and not a loan.

Sale of Mortgage Loans; Possession of Mortgage Loan Files; Maintenance of Mortgage Loan Files. (a) (i) From time to time, pursuant to any Transfer Supplement, each the Seller may sell, transfer, assign, set over and convey to the IssuerPurchaser, without recourse, but subject to the terms hereof, all the right, title and interest of such the Seller in and to each Mortgage Loan and any Additional Balance related to any HELOC purchased by the Issuer on a prior Closing Date identified on such Transfer Supplement, including Wet Funded Loans; provided, however, that the Issuer Purchaser shall not at any time be required to purchase Mortgage Loans or any Additional Balances having an aggregate to the extent that, after giving effect to such purchase, the Outstanding Purchase Price Program Amount is greater than the sum of (i) the then-current Facility Program Size; provided, less (ii) the aggregate Outstanding Purchase Price of all Mortgage Loans (including any Additional Balance previously purchased by the Issuer with respect thereto) owned by the Issuer at such time; provided further, that each Mortgage Loan transferred on each Closing Date must be an Eligible Loan; provided, further, that mortgage loans originated by NCMC may only be sold to the Issuer after the NCMC Effective Date; provided, further, that any transfer of a HELOC on a Closing Date shall include all right, title and interest of such Seller in, to and under such Mortgage Loan including its unpaid principal balance on such Closing Date, but shall not include any future Draws on such HELOC, which such Seller may elect to sell to the Issuer as an Additional Balance on a subsequent Closing Date; provided, finally, that the Issuer shall not purchase Mortgage Loans on any day unless, after giving effect to any issuance of Secured Liquidity Notes on such day, the payment of Secured Liquidity Notes maturing or matured on such day, the payment of outstanding Extended Notes on such day, the issuance of the Subordinated Notes on such day, the payment of outstanding Subordinated Notes maturing or matured on such day and the purchase and sale of Mortgage Loans on such day, the Borrowing Base Test is satisfied. In connection with the sale of Mortgage Loans to the IssuerPurchaser, each the Seller shall sell, transfer, assign, set over and convey to the Issuer Purchaser all right, title and interest of such the Seller in and to the servicing rights related to such Mortgage Loans. The applicable Seller shall provide a notice to the IssuerPurchaser, the Servicer, the Indenture Trustee, the Collateral Agent and each the Swap Counterparty as required by Section 2.2 hereofnot later than 12:00 noon (New York City time) (where the Purchaser intends to issue Secured Liquidity Notes to fund its purchase of a Portfolio on such day), or 4:00 p.m. (New York City time) (where the Purchaser does not intend to issue Secured Liquidity Notes to fund its purchase of a Portfolio on such day) on the Closing Date of its intention to sell a Portfolio to the Purchaser pursuant to a Transfer Supplement. In such notice, the applicable Seller shall inform the Issuer Purchaser of the aggregate principal balance of the Mortgage Loans and Additional Balances that it intends to sell on such date. The subject Portfolio and related servicing rights shall be sold by such the Seller to the Issuer Purchaser as described in Section 2.2 hereof. Each Transfer Supplement shall be executed by the applicable Seller and the Issuer Purchaser at the time of the sale of the subject Portfolio and related servicing rights. Notwithstanding the foregoing, the Issuer Purchaser may not purchase any (i) Mortgage Loans or Additional Balances during the continuation of an Extended Note Amortization Event, Event or a Termination Event, or (ii) any Junior Loans or Additional Balances during the continuation of a Junior Loan Exposure Trigger Event. (iii) Upon execution of any Transfer Supplement by the applicable Seller and the Issuer Purchaser and receipt of the Initial Purchase Price therefor, such the Seller hereby sells, assigns, transfers, sets over and conveys to the Issuer Purchaser all right, title and interest of such the Seller in, to and under each Mortgage Loan, Additional Balances and any related servicing rights Loan identified on such Transfer Supplement (but excluding any Excluded Amounts with respect to any HELOCs)Supplement. It is intended that the transfer, assignment and conveyance herein contemplated constitute a sale of the Mortgage Loans and Additional BalancesLoans, conveying good title thereto free and clear of any liens, by such the Seller to the Issuer Purchaser and that the Mortgage Loans, Additional Balances Loans and related servicing rights not be part of such the Seller’s estate in the event of insolvency. In the event that the Mortgage Loans, Additional Balances Loans and related servicing rights are held to be property of such the Seller or if for any other reason any Transfer Supplement is held or deemed not to absolutely sell and assign the Mortgage Loans, Additional Balances Loans and related servicing rights, the parties intend that such the Seller shall be deemed to have granted, and does hereby grant, to the Issuer Purchaser a valid security interest, free and clear of any lien, claim or interest of any other Person, in such the Seller’s right, title and interest in the Mortgage Loans, Additional Balances, all related servicing rights Loans and all collateral related thereto now existing or hereafter arising for the purpose of securing the rights of the Issuer Purchaser under this Agreement (but excluding any Excluded Amounts with respect to any HELOCs)Purchase Agreement, and that this Purchase Agreement and the Transfer Supplement shall each constitute a security agreement under applicable law. (iii) Although Additional Balances may be sold by a Seller to the Issuer on any Closing Date pursuant to this Section 2.1, none of the Issuer, the Indenture Trustee, the Collateral Agent or any other Secured Party assumes the obligation under any HELOC that provides for the funding of future Draws by the Mortgagor thereunder. (b) Pursuant to Section 2.5 hereof, as soon as practicable but in any event on or prior before the date which is seven (7) Business Days after the sale of any Mortgage Loan to the Closing DatePurchaser, the applicable Seller shall deliver and release each related Mortgage Note, Mortgage and Assignment of Mortgage, including Mortgage Notes, Mortgages and Assignments of Mortgages on Wet Funded Loans (subject to the Wet Funded Loan Limitation), to the Custodian, as bailee, initially for the Issuer Purchaser and then for the Collateral Agent pursuant to the Custodial Agreement; provided, however, that any Mortgage Loan whose related Mortgage Note, Mortgage and Assignment of Mortgage are not delivered on or before the date which is seven (7) Business Days after the sale of such Mortgage Loan to the Purchaser shall be repurchased by the Seller on such seventh (7th) Business Day at the Repurchase Price in accordance with Section 3.3 hereof; provided, further, that any Mortgage Loan that is not repurchased by the Seller on or before a date which is five (5) days after the expiration of such seven (7) Business Day period shall be sold by the Servicer as soon as practicable. The applicable Seller shall deliver the related Loan Documents not delivered to the Custodian (the “Servicing File”) to the Servicer and the contents of each related Servicing File shall be held in trust by the Servicer, as bailee, for the benefit of the Issuer Purchaser as owner and the Collateral Agent as secured party; provided, however, that the failure of such the Seller to deliver any such Loan Document, which failure does not have a material and adverse impact on the value of a Mortgage Loan, shall not constitute a breach of this Purchase Agreement; provided, further, that all Mortgage Notes, Mortgages and Assignments of Mortgages shall be delivered to the Custodian, as bailee, initially for the Issuer Purchaser and then for the Collateral Agent, as provided in the first sentence of this Section 2.1(b). The possession of each Servicing File by the Servicer is at the will of the Issuer or the Collateral Agent, as applicable, Purchaser for the sole purpose of servicing the related Mortgage Loan and such retention and possession by the Servicer is in a custodial capacity only. Upon the sale of the Mortgage Loans to the IssuerPurchaser, the ownership of each related Mortgage Note, Mortgage, Assignment of Mortgage and the remainder of the Mortgage Loan File shall vest immediately in the IssuerPurchaser, and the ownership of all other records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Servicer shall vest immediately in the Issuer and the Collateral Agent on behalf of the Secured Parties Purchaser and shall be retained and maintained by the Servicer, in trust, at the will of the Issuer Purchaser and the Collateral Agent and only in such custodial capacity. Each Servicing File and the Servicer’s books and records shall be marked appropriately to reflect clearly the sale of the related Mortgage Loans to the Issuer and the Collateral Agent on behalf of the Secured PartiesPurchaser. The Custodian shall only release its custody of the Mortgage Notes, Mortgages, Assignments of Mortgages and other contents of a Mortgage Loan File in its possession in accordance with the Custodial Agreement. The Mortgage Loan File shall consist of the following documents (constituting, collectively, the “Loan Documents”) and such other documents as the Issuer Purchaser may reasonably require from time to time: (i) the original Mortgage Note or, if such Mortgage Note is lost, a certified copy thereof along with a Lost Note Affidavit and Indemnity substantially in the form attached to the Custodial Agreement as Exhibit H, or a Seller’s Lost Note Affidavit and Indemnity substantially in the form attached hereto as Exhibit E and the original of any guarantee executed in connection with the Mortgage Note (if any); (ii) the original Mortgage with evidence of recording thereon. If in connection with each Mortgage Loan, the applicable Seller cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, such the Seller shall deliver or cause to be delivered to the Custodian, (a) in the case of a delay caused by the public recording office, a photocopy of such Mortgage, together with an Officer’s Certificate of such the Seller stating that such Mortgage has been dispatched to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Custodian upon receipt thereof by such the Seller or (b) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a photocopy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. Any provision in this Purchase Agreement or any other Program Document that requires a Mortgage to be delivered within seven (7) Business Days after the sale of the related Mortgage Loan to the Purchaser shall be deemed complied with if, under the circumstances described in the immediately preceding sentence, the document(s) described in clause (a) or (b) of such sentence, as applicable, are delivered within such seven (7) Business Day period; (iii) the originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon; (iv) except with respect to a MERS Mortgage (which shall not require an Assignment of Mortgageassignment), the original duly executed Assignment of Mortgage for each Mortgage Loan, in form and substance acceptable for recording; if the Mortgage Loan was acquired by the applicable Seller in a merger, any Assignment of Mortgage (other than with respect to a MERS Mortgage, which shall not require an assignment) must be made by “[Seller], successor by merger to [name of predecessor].” If the Mortgage Loan was acquired or originated by the applicable Seller while doing business under another name, any Assignment of Mortgage (other than with respect to a MERS Mortgage, which shall not require an assignment) must be by “[Seller], formerly known as [previous name].” If the Mortgage Loan was acquired by the applicable Seller as receiver for another entity, any Assignment of Mortgage (other than with respect to a MERS Mortgage, which shall not require an assignment) must be by “[Seller], receiver for [name of entity in receivership].” Any Assignment of Mortgage must be duly recorded only if recordation is required as provided in Section 12.9 hereof. If any Assignment of Mortgage is to be recorded, the Mortgage shall be assigned to the Custodian. If any Assignment of Mortgage is not to be recorded but is otherwise required hereunder, such Assignment of Mortgage shall be delivered in blank. If such original Assignment of Mortgage has been sent for recording but has not been returned from the applicable recording office or has been lost or if such public recording office retains the original Assignment of Mortgage, the applicable Seller shall deliver or cause to be delivered to the Servicer, (a) in the case of a delay caused by the public recording office, a photocopy of such Assignment of Mortgage, together with an Officer’s Certificate of such Seller stating that such Assignment of Mortgage has been dispatched to the appropriate public recording office for recordation and that such Assignment of Mortgage or a copy of such Assignment of Mortgage certified by the appropriate public recording office to be a true and complete copy of the original Assignment of Mortgage will be promptly delivered to the Servicer upon receipt thereof by such Seller or (b) in the case of an Assignment of Mortgage where a public recording office retains the original Assignment of Mortgage or in a case where an Assignment of Mortgage is lost after recordation in a public recording office, a copy of such Assignment of Mortgage certified by such public recording office to be a true and complete copy of the original Assignment of Mortgage; (v) the originals of all intervening assignments of mortgage from any Person not an Affiliate of the applicable Seller, with evidence of recording thereon (if such recording is necessary as represented in Section 3.2 (cc) hereof), or if any such intervening assignment has not been returned from the applicable recording office or has been lost or if such public recording office retains the original recorded assignment of mortgage, such the Seller shall deliver or cause to be delivered to the Servicer, (a) in the case of a delay caused by the public recording office, a photocopy of such intervening assignment, together with an Officer’s Certificate of such the Seller stating that such intervening assignment of mortgage has been dispatched to the appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the Servicer upon receipt thereof by such the Seller or (b) in the case of an intervening assignment where a public recording office retains the original recorded intervening assignment or in a case where an intervening assignment is lost after recordation in a public recording office, a copy of such intervening assignment certified by such public recording office to be a true and complete copy of the original recorded intervening assignment; (vi) if available, either (a) the original mortgagee title insurance policy or, if the policy has not yet been issued, the irrevocable written commitment, interim binder or marked up binder for a title insurance policy issued by the title insurance company dated and certified as of the date the Mortgage Loan was funded, or (b) the original attorney’s opinion of title;; and (vii) the original of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage; and (viii) if any Mortgage Loan is sold to any Agency, the originals of other documents, forms, releases, certifications and papers required by the applicable Agency Custodial Agreement. (c) It is the intention of this Purchase Agreement that each conveyance of the applicable Seller’s right, title and interest in and to each Mortgage Loan pursuant to this Purchase Agreement and any Transfer Supplement shall constitute a purchase and sale and not a loan.

Sale of Mortgage Loans; Possession of Mortgage Loan Files; Maintenance of Mortgage Loan Files. (a) (i) From time to time, pursuant to any Transfer Supplement, each the Seller may sell, transfer, assign, set over and convey to the IssuerPurchaser, without recourse, but subject to the terms hereof, all the right, title and interest of such the Seller in and to each Mortgage Loan and any Additional Balance related to any HELOC purchased by the Issuer Purchaser on a prior Closing Date identified on such Transfer Supplement, including Wet Funded Loans; provided, however, that the Issuer Purchaser shall not at any time be required to purchase Mortgage Loans or any Additional Balances having an aggregate Outstanding Purchase Price greater than the sum of (i) the then-current Facility SizeProgram Utilization Amount, less (ii) the aggregate Outstanding Purchase Price of all Mortgage Loans (including any Additional Balance previously purchased by the Issuer Purchaser with respect thereto) owned by the Issuer Purchaser at such time; provided further, that each Mortgage Loan transferred on each Closing Date must be an Eligible Loan; provided, further, that mortgage loans originated by NCMC may only be sold to the Issuer after the NCMC Effective Date; and provided, further, that any transfer of a HELOC on a Closing Date shall include all right, title and interest of such the Seller in, to and under such Mortgage Loan including its unpaid principal balance on such Closing Date, but shall not include any future Draws on such HELOC, which such the Seller may elect to sell to the Issuer Purchaser as an Additional Balance on a subsequent Closing Date; provided, finally, that the Issuer shall not purchase Mortgage Loans on any day unless, after giving effect to any issuance of Secured Liquidity Notes on such day, the payment of Secured Liquidity Notes maturing or matured on such day, the payment of outstanding Extended Notes on such day, the issuance of the Subordinated Notes on such day, the payment of outstanding Subordinated Notes maturing or matured on such day and the purchase and sale of Mortgage Loans on such day, the Borrowing Base Test is satisfied. In connection with the sale of Mortgage Loans to the IssuerPurchaser, each the Seller shall sell, transfer, assign, set over and convey to the Issuer Purchaser all right, title and interest of such the Seller in and to the servicing rights related to such Mortgage Loans. The applicable Seller shall provide a notice to the IssuerPurchaser, the Servicer, the Indenture Trustee, the Collateral Agent and each Swap Counterparty as required by Section 2.2 hereofnot later than 12:00 noon (New York City time) (where the Purchaser intends to issue Secured Liquidity Notes to fund its purchase of a Portfolio on such day), or 4:00 p.m. (New York City time) (where the Purchaser does not intend to issue Secured Liquidity Notes to fund its purchase of a Portfolio on such day) on the Closing Date of its intention to sell a Portfolio to the Purchaser pursuant to a Transfer Supplement. In such notice, the applicable Seller shall inform the Issuer Purchaser of the aggregate principal balance of the Mortgage Loans and Additional Balances that it intends to sell on such date. The subject Portfolio and related servicing rights shall be sold by such the Seller to the Issuer Purchaser as described in Section 2.2 hereof. Each Transfer Supplement shall be executed by the applicable Seller and the Issuer Purchaser at the time of the sale of the subject Portfolio and related servicing rights. Notwithstanding the foregoing, the Issuer Purchaser may not purchase any (i) Mortgage Loans or Additional Balances during the continuation of an Extended Note Amortization Event, or a Termination Event, or (ii) any Junior Loans or Additional Balances during the continuation of a Junior Loan Exposure Trigger Event. (ii) Upon execution of any Transfer Supplement by the applicable Seller and the Issuer Purchaser and receipt of the Initial Purchase Price therefor, such the Seller hereby sells, assigns, transfers, sets over and conveys to the Issuer Purchaser all right, title and interest of such the Seller in, to and under each Mortgage Loan, Additional Balances and any related servicing rights identified on such Transfer Supplement (but excluding any Excluded Amounts with respect to any HELOCs). It is intended that the transfer, assignment and conveyance herein contemplated constitute a sale of the Mortgage Loans and Additional Balances, conveying good title thereto free and clear of any liens, by such the Seller to the Issuer Purchaser and that the Mortgage Loans, Additional Balances and related servicing rights not be part of such the Seller’s estate in the event of insolvency. In the event that the Mortgage Loans, Additional Balances and related servicing rights are held to be property of such the Seller or if for any other reason any Transfer Supplement is held or deemed not to absolutely sell and assign the Mortgage Loans, Additional Balances and related servicing rights, the parties intend that such the Seller shall be deemed to have granted, and does hereby grant, to the Issuer Purchaser a valid security interest, free and clear of any lien, claim or interest of any other Person, in such the Seller’s right, title and interest in the Mortgage Loans, Additional Balances, all related servicing rights Balances and all collateral related thereto now existing or hereafter arising for the purpose of securing the rights of the Issuer Purchaser under this Purchase Agreement (but excluding any Excluded Amounts with respect to any HELOCs), and that this Purchase Agreement and the Transfer Supplement shall each constitute a security agreement under applicable law. (iii) Although Additional Balances may be sold by a the Seller to the Issuer Purchaser on any Closing Date pursuant to this Section 2.1, none of the IssuerPurchaser, the Indenture Trustee, the Collateral Agent or any other Secured Party assumes the obligation under any HELOC that provides for the funding of future Draws by the Mortgagor thereunder. (b) Pursuant to Section 2.5 hereof, as soon as practicable but in any event on or prior before the date which is seven (7) Business Days after the sale of any Mortgage Loan to the Closing DatePurchaser, the applicable Seller shall deliver and release each related Mortgage Note, Mortgage and Assignment of Mortgage, including Mortgage Notes, Mortgages and Assignments of Mortgages on Wet Funded Loans (subject to the Wet Funded Loan Limitation), to the Custodian, as bailee, initially for the Issuer Purchaser and then for the Collateral Agent pursuant to the Custodial Agreement; provided, however, that any Mortgage Loan whose related Mortgage Note, Mortgage and Assignment of Mortgage are not delivered on or before the date which is seven (7) Business Days after the sale of such Mortgage Loan to the Purchaser shall be repurchased by the Seller on such seventh (7th) Business Day at the Repurchase Price in accordance with Section 3.3 hereof; provided, further, that any Mortgage Loan that is not repurchased by the Seller on or before a date which is ten (10) days after the expiration of such seven (7) Business Day period shall be sold by the Servicer as soon as practicable. The applicable Seller shall deliver the related Loan Documents not delivered to the Custodian (the “Servicing File”) to the Servicer and the contents of each related Servicing File shall be held in trust by the Servicer, as bailee, for the benefit of the Issuer Purchaser as owner and the Collateral Agent as secured party; provided, however, that the failure of such the Seller to deliver any such Loan Document, which failure does not have a material and adverse impact on the value of a Mortgage Loan, shall not constitute a breach of this Purchase Agreement; provided, further, that all Mortgage Notes, Mortgages and Assignments of Mortgages shall be delivered to the Custodian, as bailee, initially for the Issuer Purchaser and then for the Collateral Agent, as provided in the first sentence of this Section 2.1(b). The possession of each Servicing File by the Servicer is at the will of the Issuer or the Collateral Agent, as applicable, Purchaser for the sole purpose of servicing the related Mortgage Loan and such retention and possession by the Servicer is in a custodial capacity only. Upon the sale of the Mortgage Loans to the IssuerPurchaser, the ownership of each related Mortgage Note, Mortgage, Assignment of Mortgage and the remainder of the Mortgage Loan File shall vest immediately in the IssuerPurchaser, and the ownership of all other records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Servicer shall vest immediately in the Issuer and the Collateral Agent on behalf of the Secured Parties Purchaser and shall be retained and maintained by the Servicer, in trust, at the will of the Issuer Purchaser and the Collateral Agent and only in such custodial capacity. Each Servicing File and the Servicer’s books and records shall be marked appropriately to reflect clearly the sale of the related Mortgage Loans to the Issuer and the Collateral Agent on behalf of the Secured PartiesPurchaser. The Custodian shall only release its custody of the Mortgage Notes, Mortgages, Assignments of Mortgages and other contents of a Mortgage Loan File in its possession in accordance with the Custodial Agreement. The Mortgage Loan File shall consist of the following documents (constituting, collectively, the “Loan Documents”) and such other documents as the Issuer Purchaser may reasonably require from time to time: (i) the original Mortgage Note or, if such Mortgage Note is lost, a certified copy thereof along with a Lost Note Affidavit and Indemnity substantially in the form attached to the Custodial Agreement as Exhibit HF, or a Seller’s Lost Note Affidavit and Indemnity substantially in the form attached hereto as Exhibit E and the original of any guarantee executed in connection with the Mortgage Note (if any); (ii) the original Mortgage with evidence of recording thereon. If in connection with each Mortgage Loan, the applicable Seller cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, such the Seller shall deliver or cause to be delivered to the Custodian, (a) in the case of a delay caused by the public recording office, a photocopy of such Mortgage, together with an Officer’s Certificate of such the Seller stating that such Mortgage has been dispatched to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Custodian upon receipt thereof by such the Seller or (b) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a photocopy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. Any provision in this Purchase Agreement or any other Program Document that requires a Mortgage to be delivered within seven (7) Business Days after the sale of the related Mortgage Loan to the Purchaser shall be deemed complied with if, under the circumstances described in the immediately preceding sentence, the document(s) described in clause (a) or (b) of such sentence, as applicable, are delivered within such seven (7) Business Day period; (iii) the originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon; (iv) except with respect to a MERS Mortgage (which shall not require an Assignment of Mortgageassignment), the original duly executed Assignment of Mortgage for each Mortgage Loan, in form and substance acceptable for recording; if the Mortgage Loan was acquired by the applicable Seller in a merger, any Assignment of Mortgage (other than with respect to a MERS Mortgage, which shall not require an assignment) must be made by “[Seller], successor by merger to [name of predecessor].” If the Mortgage Loan was acquired or originated by the applicable Seller while doing business under another name, any Assignment of Mortgage (other than with respect to a MERS Mortgage, which shall not require an assignment) must be by “[Seller], formerly known as [previous name].” If the Mortgage Loan was acquired by the applicable Seller as receiver for another entity, any Assignment of Mortgage (other than with respect to a MERS Mortgage, which shall not require an assignment) must be by “[Seller], receiver for [name of entity in receivership].” Any Assignment of Mortgage must be duly recorded only if recordation is required as provided in Section 12.9 hereof. If any Assignment of Mortgage is to be recorded, the Mortgage shall be assigned to the Custodian. If any Assignment of Mortgage is not to be recorded but is otherwise required hereunder, such Assignment of Mortgage shall be delivered in blank. If such original Assignment of Mortgage has been sent for recording but has not been returned from the applicable recording office or has been lost or if such public recording office retains the original Assignment of Mortgage, the applicable Seller shall deliver or cause to be delivered to the Servicer, (a) in the case of a delay caused by the public recording office, a photocopy of such Assignment of Mortgage, together with an Officer’s Certificate of such the Seller stating that such Assignment of Mortgage has been dispatched to the appropriate public recording office for recordation and that such Assignment of Mortgage or a copy of such Assignment of Mortgage certified by the appropriate public recording office to be a true and complete copy of the original Assignment of Mortgage will be promptly delivered to the Servicer upon receipt thereof by such the Seller or (b) in the case of an Assignment of Mortgage where a public recording office retains the original Assignment of Mortgage or in a case where an Assignment of Mortgage is lost after recordation in a public recording office, a copy of such Assignment of Mortgage certified by such public recording office to be a true and complete copy of the original Assignment of Mortgage; (v) the originals of all intervening assignments of mortgage from any Person not an Affiliate of the applicable Seller, with evidence of recording thereon (if such recording is necessary as represented in Section 3.2 (cc) hereof), or if any such intervening assignment has not been returned from the applicable recording office or has been lost or if such public recording office retains the original recorded assignment of mortgage, such the Seller shall deliver or cause to be delivered to the Servicer, (a) in the case of a delay caused by the public recording office, a photocopy of such intervening assignment, together with an Officer’s Certificate of such the Seller stating that such intervening assignment of mortgage has been dispatched to the appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the Servicer upon receipt thereof by such the Seller or (b) in the case of an intervening assignment where a public recording office retains the original recorded intervening assignment or in a case where an intervening assignment is lost after recordation in a public recording office, a copy of such intervening assignment certified by such public recording office to be a true and complete copy of the original recorded intervening assignment; (vi) if available, either (a) the original mortgagee title insurance policy or, if the policy has not yet been issued, the irrevocable written commitment, interim binder or marked up binder for a title insurance policy issued by the title insurance company dated and certified as of the date the Mortgage Loan was funded, or (b) the original attorney’s opinion of title;; and (vii) the original of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage; and (viii) if any Mortgage Loan is sold to any Agency, the originals of other documents, forms, releases, certifications and papers required by the applicable Agency Custodial Agreement. (c) It is the intention of this Purchase Agreement that each conveyance of the applicable Seller’s right, title and interest in and to each Mortgage Loan pursuant to this Purchase Agreement and any Transfer Supplement shall constitute a purchase and sale and not a loan.