Common use of Transfer of Mortgage Loans Clause in Contracts

Transfer of Mortgage Loans. The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered to the Company. The Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the Company shall mxxx its books and records to reflect the ownership of the Mortgage Loans of such assignee, and the previous Purchaser shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

Transfer of Mortgage Loans. The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered to the Company. The Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the Company shall mxxx xxxx its books and records to reflect the ownership of the Mortgage Loans of such assignee, and the previous Purchaser shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

Transfer of Mortgage Loans. The Company Servicer shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribeprescribe from time to time, the Company Servicer shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company Servicer shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company Servicer in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan2.04. The Purchaser Owner may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage LoansLoans in accordance with Sections 10.02 and 11.12, provided, however, that the transferee will not be deemed to be a Purchaser an Owner hereunder binding upon the Company Servicer unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment assignment and Assumption assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered reasonably acceptable to the CompanyServicer. The Purchaser Owner also shall advise the Company Servicer in writing of the transfer. Upon receipt of notice of the permitted transfer, the Company Servicer shall mxxx xxxx its books and records to reflect the ownership of the Mortgage Loans of such assignee, and shall release the previous Purchaser shall be released Owner from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

Transfer of Mortgage Loans. The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company Servicer shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company Servicer in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan2.04. The Purchaser Owner may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, Loans in accordance with Section 11.10; provided, however, that the transferee will not be deemed to be a Purchaser an Owner hereunder binding upon the Company Servicer unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment assignment and Assumption assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered reasonably acceptable to the CompanyServicer. The Purchaser Owner also shall advise the Company Servicer in writing of the transfer. Upon receipt of notice of the permitted transfer, the Company Servicer shall mxxx xxxx its books and records to reflect the such assignee's ownership of the related Mortgage Loans of such assigneeLoans, and the previous Purchaser Owner shall be deemed released from its obligations hereunder with respect to the such Mortgage Loans sold from and after the date of such sale or transferredtransfer without the necessity of any action on the part of the Servicer. If the Servicer receives notification of a transfer, including a final loan schedule, less than five (5) Business Days before the last Business Day of the month, the Servicer's duties to remit and report as required by Section 5 shall begin with the next Due Period.

Transfer of Mortgage Loans. The Company Seller shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company Seller shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company Seller shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company Seller in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan. The 2.06.The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company Seller unless such transferee shall agree in writing to be bound by the terms a copy of an Assignment, Assumption and Recognition Agreement of this Agreement and an original counterpart of Agreement, mutually agreeable to the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto parties, executed by the transferee shall have been delivered to the CompanySeller. The Purchaser also shall advise the Company Seller of the transfer. Upon receipt of notice of the transfer, the Company Seller shall mxxx xxxx its books and records to reflect the ownership of the Mortgage Loans of such assignee, and the previous Purchaser shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

Transfer of Mortgage Loans. The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that (i) the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered to the Company and the Company, and (ii) in no event shall there be more than three (3) Persons at any given time having the status of "Purchaser" hereunder. The Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the Company shall mxxx its books and records to reflect the ownership of the Mortgage Loans of such assignee, and the previous Purchaser shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

Transfer of Mortgage Loans. The Company Servicer shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribeprescribe from time to time, the Company Servicer shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company Servicer shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company Servicer in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan2.04. The Purchaser Owner may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage LoansLoans in accordance with Sections 10.02 and 11.12, provided, however, that the transferee will not be deemed to be a Purchaser an Owner hereunder binding upon the Company Servicer unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment assignment and Assumption assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered reasonably acceptable to the CompanyServicer. The Purchaser Owner also shall advise the Company Servicer in writing of the transfer. Upon receipt of notice of the permitted transfer, the Company Servicer shall mxxx its books and records to reflect the ownership of the Mortgage Loans of such assignee, and shall release the previous Purchaser shall be released Owner from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

Transfer of Mortgage Loans. The Company Servicer shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company Servicer shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company and the Servicer shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company or the Servicer, as applicable, in accordance with this Section 2.06 and the books and records of the Company Servicer show such person as the owner of the Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company and the Servicer, as applicable, unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered to the CompanyCompany and the Servicer, as applicable. The Purchaser also shall advise the Company and the Servicer, as applicable, of the transfer. Upon receipt of notice of the transfer, the Company and the Servicer shall mxxx its mark their respective books and records to reflect the ownership of the Mortgage Loans of such assignee, and the previous Purchaser shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

Transfer of Mortgage Loans. The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company Servicer shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company Servicer in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan2.04. The Purchaser Owner may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage LoansLoans in accordance with Sections 10.02 and 11.12, provided, however, that the transferee will not be deemed to be a Purchaser an Owner hereunder binding upon the Company Servicer unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment assignment and Assumption assumption of this Agreement substantially reasonably acceptable to the Servicer (except as provided in the form of Exhibit D hereto executed Section 10.02 with respect to a Pass-Through transfer by the transferee shall have been delivered to the Companyinitial Owner). The Purchaser Owner also shall advise the Company Servicer in writing of the transfer. Upon receipt of notice of the permitted transfer, the Company Servicer shall mxxx xxxx its books and records to reflect the ownership of the Mortgage Loans of such assignee, and shall release the previous Purchaser shall be released Owner from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

Transfer of Mortgage Loans. The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company Servicer shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company Servicer in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan2.04. The Purchaser Owner may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, Loans in accordance with Sections 10.02 and 11.11; provided, however, that the transferee will not be deemed to be a Purchaser an Owner hereunder binding upon the Company Servicer unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment assignment and Assumption assumption of this Agreement substantially reasonably acceptable to the Servicer (except as provided in the form of Exhibit D hereto executed Section 10.02 with respect to a Securitization Transaction by the transferee shall have been delivered to the Companyinitial Owner). The Purchaser Owner also shall advise the Company Servicer in writing of the transfer. Upon receipt of notice of the permitted transfer, the Company Servicer shall mxxx xxxx its books and records to reflect the such assignee’s ownership of the related Mortgage Loans of such assigneeLoans, and the previous Purchaser Owner shall be deemed released from its obligations hereunder with respect to the such Mortgage Loans sold from and after the date of such sale or transferredtransfer without the necessity of any action on the part of the Servicer.

Transfer of Mortgage Loans. The Company Servicer shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribeprescribe from time to time, the Company Servicer shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company Servicer shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company Servicer in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan2.04. The Purchaser Owner may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage LoansLoans in accordance with Sections 10.02 and 11.12, provided, however, that the transferee will not be deemed to be a Purchaser an Owner hereunder binding upon the Company Servicer unless such transferee shall agree in writing to be bound by the terms of this Agreement via an assignment and an original counterpart of the instrument of transfer in an Assignment and Assumption assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered reasonably acceptable to the CompanyServicer. The Purchaser Owner also shall advise the Company Servicer in writing of the transfer. Upon receipt of notice of the permitted transfer, the Company Servicer shall mxxx xxxx its books and records to reflect the ownership of the Mortgage Loans of such assignee, and shall release the previous Purchaser shall be released Owner from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

Transfer of Mortgage Loans. The Company Owner shall have the right, without the consent of the Servicer, to assign its interest under this Agreement with respect to any Mortgage Loans that have been assigned pursuant to Section 6.1(a) of the Purchase Agreement. The Owner shall also have the right to designate any Person to exercise the rights of Owner hereunder to the extent provided in Section 8.2 of this Agreement. In any such case, all references to the Owner shall be deemed to include its such assignee or designee. Upon such assignment of rights and assumption of obligations, the assignee or designee shall accede to the rights and obligations hereunder of the Owner with respect to such Mortgage Loans and the Owner as assignor shall be released from all obligations hereunder with respect to such Mortgage Loans from and after the date of such assignment and assumption. The Servicer shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company Servicer shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company Servicer shall be under no obligation to deal with any person Person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the such Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered to the Company. The Purchaser also shall advise the Company of the transfer. Upon receipt of a written notice from the Owner of any assignment of any Mortgage Loan permitted under the transferPurchase Agreement, the Company Servicer shall mxxx xxxx its books and records to reflect the ownership of the such Mortgage Loans of Loan by such assignee, and the previous Purchaser Owner shall be released from its obligations hereunder with respect to the extent such obligations relate to Mortgage Loans sold or transferredby the Owner and arise after the date of such sale.

Transfer of Mortgage Loans. The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, ; provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered to the Company. The Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the Company shall mxxx its books and records to reflect the ownership of the Mortgage Loans of such assignee, and the previous Purchaser shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

Transfer of Mortgage Loans. The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company Servicer shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company Servicer in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan2.04. The Purchaser Owner may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, Loans in accordance with Section 11.10; provided, however, that the transferee will not be deemed to be a Purchaser an Owner hereunder binding upon the Company Servicer unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment assignment and Assumption assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered reasonably acceptable to the CompanyServicer. The Purchaser Owner also shall advise the Company Servicer in writing of the transfer. Upon receipt of notice of the permitted transfer, the Company Servicer shall mxxx its books and records to reflect the such assignee's ownership of the related Mortgage Loans of such assigneeLoans, and the previous Purchaser Owner shall be deemed released from its obligations hereunder with respect to the such Mortgage Loans sold from and after the date of such sale or transferredtransfer without the necessity of any action on the part of the Servicer. If the Servicer receives notification of a transfer, including a final loan schedule, less than five (5) Business Days before the last Business Day of the month, the Servicer's duties to remit and report as required by Section 5 shall begin with the next Due Period.

Transfer of Mortgage Loans. The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company Servicer shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company Servicer in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan2.04. The Purchaser Owner may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, Loans in accordance with Section 11.10; provided, however, that the transferee will not be deemed to be a Purchaser an Owner hereunder binding upon the Company Servicer unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment assignment and Assumption assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered reasonably acceptable to the CompanyServicer. The Purchaser Owner also shall advise the Company Servicer in writing of the transfer. Upon receipt of notice of the permitted transfer, the Company Servicer shall mxxx xxxx its books and records to reflect the such assignee’s ownership of the related Mortgage Loans of such assigneeLoans, and the previous Purchaser Owner shall be deemed released from its obligations hereunder with respect to the such Mortgage Loans sold from and after the date of such sale or transferredtransfer without the necessity of any action on the part of the Servicer. If the Servicer receives notification of a transfer, including a final loan schedule, less than five (5) Business Days before the last Business Day of the month, the Servicer’s duties to remit and report as required by Section 5 shall begin with the next Due Period.

Transfer of Mortgage Loans. Holder shall have the right, without the consent of Company, to assign its interest under this Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of Holder hereunder, and the assignee or designee shall accede to the rights and obligations hereunder of Holder with respect to such Mortgage Loans. All references to Holder shall be deemed to include its assignee or designee. The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any person with respect to this Agreement or any the Mortgage Loan Loans unless a notice of the transfer of such Mortgage Loan has been delivered to the Company in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan. The Purchaser Holder may, subject to the terms of this Agreement, sell and transfer one transfer, in whole or more of in part, the Mortgage Loans, provided, however, provided that the transferee will not no such sale and transfer shall be deemed to be a Purchaser hereunder binding upon the Company unless such transferee shall agree in writing in the form of Assignment attached hereto as Exhibit D, to be bound by the terms of this Agreement and an original counterpart executed copy of the instrument of transfer in an such Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered to the Company. The Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transferthereof, the Company shall mxxx its mark xxx books and records to reflect the ownership of the Mortgage Loans of Loan by such assignee, and the previous Purchaser Holder shall be released from its obligations hereunder with respect to the extent such obligations relate to Mortgage Loans sold or transferredby the Holder. This Agreement shall be binding upon and inure to the benefit of the Holder and Company and their permitted successors, assignees and designees.

Transfer of Mortgage Loans. The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered to the Company. The Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the Company shall mxxx xxxx its books and records to reflect the ownership of the Mortgage Loans of such assignee, and the previous Purchaser shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred, except with respect to any liabilities, claims and/or obligations that arose as a result of the Purchaser’s ownership of the Mortgage Loans during its period of ownership.

Transfer of Mortgage Loans. The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company Servicer shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company Servicer in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan2.04. The Purchaser Owner may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage LoansLoans in accordance with Sections 10.02 and 11.12, provided, however, that the transferee will not be deemed to be a Purchaser an Owner hereunder binding upon the Company Servicer unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment assignment and Assumption assumption of this Agreement substantially reasonably acceptable to the Servicer (except as provided in the form of Exhibit D hereto executed Section 10.02 with respect to a Pass-Through transfer by the transferee shall have been delivered to the Companyinitial Owner). The Purchaser Owner also shall advise the Company Servicer in writing of the transfer. Upon receipt of notice of the permitted transfer, the Company Servicer shall mxxx its books and records to reflect the ownership of the Mortgage Loans of such assignee, and shall release the previous Purchaser shall be released Owner from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

Transfer of Mortgage Loans. The Company Servicer shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribeprescribe from time to time, the Company Servicer shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company Servicer shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company Servicer in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan2.04. The Purchaser Owner may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser an Owner hereunder binding upon the Company Servicer unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart by the terms of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered reasonably acceptable to the CompanyOwner and the Servicer. The Purchaser Owner also shall advise the Company Servicer in writing of the transfer. Upon receipt of notice of the permitted transfer, the Company Servicer shall mxxx xxxx its books and records to reflect the ownership of interest in the Mortgage Loans of such assignee, and shall release the previous Purchaser shall be released Owner from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

Transfer of Mortgage Loans. The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered to the Company. The Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the Company shall mxxx mark its books and records to reflect the ownership of the Mortgage Loans Loxxx of such assignee, and the previous Purchaser shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

Transfer of Mortgage Loans. The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribeprescribe from time to time, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan2.04. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, providedPROVIDED, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment assignment and Assumption assumption of this Agreement substantially in the form of Exhibit D EXHIBIT C hereto executed by the transferee shall have been delivered to the Company. The Purchaser also shall advise the Company in writing of the transfer. Upon receipt of notice of the permitted transfer, the Company shall mxxx xxxx its books and records to reflect the ownership of the Mortgage Loans of such assignee, and shall release the previous Purchaser shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

Transfer of Mortgage Loans. The Company Servicer shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribeprescribe from time to time, the Company Servicer shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company Servicer shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company Servicer in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan2.04. The Purchaser Owner may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage LoansLoans in accordance with Sections 10.02 and 11.12, providedPROVIDED, however, that the transferee will not be deemed to be a Purchaser an Owner hereunder binding upon the Company Servicer unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment assignment and Assumption assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered reasonably acceptable to the CompanyServicer. The Purchaser Owner also shall advise the Company Servicer in writing of the transfer. Upon receipt of notice of the permitted transfer, the Company Servicer shall mxxx mark its books and records to reflect the ownership of the Mortgage Loans Loxxx of such assignee, and shall release the previous Purchaser shall be released Owner from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

Transfer of Mortgage Loans. The Company Owner shall have the right, without the consent of the Servicer, to assign its interest under this Agreement with respect to any Mortgage Loans that have been assigned pursuant to Section 6.1(a) of the Purchase Agreement. The Owner shall also have the right to designate any Person to exercise the rights of Owner hereunder to the extent provided in Section 8.2 of this Agreement. In any such case, all references to the Owner shall be deemed to include its such assignee or designee. Upon such assignment of rights and assumption of obligations, the assignee or designee shall accede to the rights and obligations hereunder of the Owner with respect to such Mortgage Loans and the Owner as assignor shall be released from all obligations hereunder with respect to such Mortgage Loans from and after the date of such assignment and assumption. The Servicer shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company Servicer shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company Servicer shall be under no obligation to deal with any person Person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the such Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered to the Company. The Purchaser also shall advise the Company of the transfer. Upon receipt of a written notice from the Owner of any assignment of any Mortgage Loan permitted under the transferPurchase Agreement, the Company Servicer shall mxxx mark its books and records to reflect the ownership of the such Mortgage Loans of Xxxx by such assignee, and the previous Purchaser Owner shall be released from its obligations hereunder with respect to the extent such obligations relate to Mortgage Loans sold or transferredby the Owner and arise after the date of such sale.

Transfer of Mortgage Loans. The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, ; provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered to the Company. The Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the Company shall mxxx xxxx its books and records to reflect the ownership of the Mortgage Loans of such assignee, and the previous Purchaser shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

Transfer of Mortgage Loans. The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered to the Company. The Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the Company shall mxxx mark its books and records to reflect the ownership of the Mortgage Loans Loxxx of such assignee, and the previous Purchaser shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred. In no event will the Company be obligated to report and service any Mortgage Loans for the new Purchaser for that month's reporting cycle if the notice of the transfer is received less than five (5) business days prior to such month's end.

Transfer of Mortgage Loans. The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereofhereof and the Guarantor (with respect to the Xxxxxx Mae Loans) and RMIC (with respect to the RMIC Covered Loans) consent to such transfer (such consent to be provided in accordance with Section 11.17 herein). For the purposes of this Agreement, the Company Servicer shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company Servicer in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan2.04. The Purchaser Owner may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage LoansLoans in accordance with Sections 10.02 and 11.11, provided, however, that the transferee will not be deemed to be a Purchaser an Owner hereunder binding upon the Company Servicer unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment assignment and Assumption assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered reasonably acceptable to the CompanyServicer. The Purchaser also Owner shall advise the Company Servicer in writing of the transfer. Upon receipt of notice of the permitted transfer, the Company Servicer shall mxxx xxxx its books and records to reflect the ownership of the Mortgage Loans of such assignee, and shall release the previous Purchaser shall be released Owner from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

Transfer of Mortgage Loans. The Company Seller shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company Seller shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company Seller shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company Seller in accordance with this Section 2.06 and the books and records of the Company Seller show such person as the owner of the Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that (i) the transferee will not be deemed to be a Purchaser hereunder binding upon the Company Seller unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in and an Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered to the CompanySeller, and (ii) in no event shall there be more than three (3) Persons at any given time having the status of "Purchaser" hereunder. The Purchaser also shall advise the Company Seller of the transfer. Upon receipt of notice of the transfer, the Company Seller shall mxxx xxxx its books and records to reflect the ownership of the Mortgage Loans of such assignee, and the previous Purchaser shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

Transfer of Mortgage Loans. The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered to the Company. The Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the Company shall mxxx mark its books and records to reflect the ownership of the Mortgage Loans Xxxxs of such assignee, and the previous Purchaser shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

Transfer of Mortgage Loans. The Company Seller shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company Seller shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company Seller shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company Seller in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan2.06. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company Seller unless such transferee shall agree in writing to be bound by the terms a copy of an Assignment, Assumption and Recognition Agreement of this Agreement and an original counterpart of (or equivalent agreement), mutually agreeable to the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto parties, executed by the transferee shall have been delivered to the CompanySeller. The Purchaser also shall advise the Company Seller of the transfer. Upon receipt of notice of the transfer, the Company Seller shall mxxx its books and records to reflect the ownership of the Mortgage Loans of such assignee, and the previous Purchaser shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred. Notwithstanding the foregoing, the Seller hereby acknowledges that the Purchaser intends to transfer the Mortgage Loans to U.S. Bank National Association, as trustee pursuant to a Securitization Transaction and agrees to deliver the related Assignment, Assumption and Recognition Agreement (or equivalent agreement).

Transfer of Mortgage Loans. The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that (i) the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered to the Company and the Company, and (ii) in no event shall there be more than three (3) Persons at any given time having the status of "Purchaser" hereunder. The Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the Company shall mxxx xxxx its books and records to reflect the ownership of the Mortgage Loans of such assignee, and the previous Purchaser shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

Transfer of Mortgage Loans. The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company in accordance with this Section 2.06 and the books and records of the Company show such person as the new record owner of the Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered to the Company. The Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the Company shall mxxx its books and records to reflect the ownership of the Mortgage Loans of such assignee, and the previous Purchaser shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred. If the Purchaser sells or transfers any of the Mortgage Loans, the Company shall not be required to service the Mortgage Loans for more than four (4) new record owners, without the prior written consent of the Company.

Transfer of Mortgage Loans. The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered to the Company. The Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the Company shall mxxx mark its books and records rxxxxds to reflect the ownership of the Mortgage Loans of such assignee, and the previous Purchaser shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

Transfer of Mortgage Loans. The Company acknowledges that the Owner shall have the right, without the consent of Company, to assign, any or all of the Mortgage Loans, and any such assignee shall, upon such assignment, exercise any rights of the Owner hereunder, and shall accede to the rights and obligations hereunder of the Owner with respect to such assigned Mortgage Loans and the Company shall recognize such assignee as the owner of such Mortgage Loans and shall service such Mortgage Loans for the assignee as if the assignee and the Company had entered into a separate servicing agreement in the form of this Agreement. All references to the Owner shall be deemed to include its assignee. Upon the request of the Owner, the Company shall provide copies of any one or more of the Mortgage Files at the expense of the requesting party. Pursuant to Section 2.03 herein, the Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company shall note assignments and transfers of Mortgage Loans. No transfer Upon receipt of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this an Assignment, Assumption and Recognition Agreement, the Company shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered to the Company. The Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transferJ hereto, the Company shall mxxx (a) amend its books and records to reflect the ownership of the assigned Mortgage Loans of such assignee, and the previous Purchaser Owner shall be released from its obligations hereunder with respect to the each such assigned Mortgage Loans sold or transferredand (b) execute each such Assignment, Assumption and Recognition Agreement in as many counterparts as are necessary to enable each party to the Assignment, Assumption and Recognition Agreement to receive an original of such Assignment, Assumption and Recognition Agreement.

Transfer of Mortgage Loans. The Company Seller shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company Seller shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company Seller shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company Seller in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan2.06. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company Seller unless such transferee shall agree in writing to be bound by the terms a copy of an Assignment, Assumption and Recognition Agreement of this Agreement and an original counterpart of (or equivalent agreement), mutually agreeable to the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto parties, executed by the transferee shall have been delivered to the CompanySeller. The Purchaser also shall advise the Company Seller of the transfer. Upon receipt of notice of the transfer, the Company Seller shall mxxx xxxx its books and records to reflect the ownership of the Mortgage Loans of such assignee, and the previous Purchaser shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred. Notwithstanding the foregoing, the Seller hereby acknowledges that the Purchaser intends to transfer the Mortgage Loans to U.S. Bank National Association, as trustee pursuant to a Securitization Transaction and agrees to deliver the related Assignment, Assumption and Recognition Agreement (or equivalent agreement).

Transfer of Mortgage Loans. The Company Seller shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company Seller shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company Seller shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company Seller in accordance with this Section 2.06 and the books and records of the Company Seller show such person as the owner of the Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that (i) the transferee will not be deemed to be a Purchaser hereunder binding upon the Company Seller unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in and an Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered to the CompanySeller, and (ii) in no event shall there be more than four (4) Persons at any given time having the status of "Purchaser" hereunder. The Purchaser also shall advise the Company Seller of the transfertransfer in writing. Upon receipt of notice of the transfer, the Company Seller shall mxxx xxxx its books and records to reflect the ownership of the Mortgage Loans of such assignee, and the previous Purchaser shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

Transfer of Mortgage Loans. The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto is executed by the transferee shall have been and is delivered to the CompanyCompany (each such transferee being a Purchaser hereunder). The Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the Company shall mxxx xxxx its books and records to reflect the ownership of the Mortgage Loans of such assigneetransferee, and the previous Purchaser shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

Transfer of Mortgage Loans. The Company Owner shall have the right, without the consent of the Servicer, to assign its interest under this Agreement with respect to the Mortgage Loans, and designate any Person to exercise any rights of the Owner hereunder, and the assignee or designee shall accede to the rights and obligations hereunder of the Owner with respect to such Mortgage Loans. All references to the Owner shall be deemed to include its assignee or designee. The Servicer shall not be responsible for the preparation or recording of mortgage assignments or financing statement amendments in connection with such assignments; provided, however, that in the event the Servicer agrees to record any mortgage assignment or financing statement, any expense, including the fees of third party service providers, incurred by the Servicer in connection with the recordation of mortgage assignments shall be reimbursable as a Servicing Advance. The Servicer shall keep at its servicing office books and records in which, subject to such reasonable regulations as it the Servicer may prescribe, the Company Servicer shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company Servicer shall be under no obligation to deal with any person Person with respect to this Agreement or any the Mortgage Loan Loans except for the Owner unless a the Owner provides prior written notice of the transfer of such Mortgage Loan has been delivered to the Company in accordance with this Section 2.06 and the books and records Servicer of the Company show such person as the owner a sale of the Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more Mortgage Loans to such Person and the assumption by such Person of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart obligations of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered Owner hereunder with respect to the Company. The Purchaser also shall advise the Company of the transfersuch Mortgage Loan(s). Upon receipt of notice of the transfersuch written notice, the Company Servicer shall mxxx xxxx its books and records to reflect the ownership of the such Mortgage Loans of Loan(s) by such assignee, and the previous Purchaser Owner shall be released from its obligations hereunder with respect attributable to the period after such assignment to the extent such obligations relate to such Mortgage Loan(s) sold by the Owner. The Owner shall be responsible for all costs incurred by the Servicer in transferring the Mortgage Loans sold or transferredto such assignee.

Transfer of Mortgage Loans. The Company shall cause the Servicer to keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, and the Company shall cause the Servicer to note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any person Person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company in accordance with this Section 2.06 and the books and records of the Company show such person Person as the owner of the Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee shall agree in writing to be bound by the terms of this Agreement and Agreement, an original counterpart of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered to the Company, and the Company shall have granted its written consent. The Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the Company shall, and shall mxxx its cause the Servicer to, mark their respective books and records to reflect the ownership of the Mortgage thx Xxrtgage Loans of such assignee, and the previous Purchaser shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

Transfer of Mortgage Loans. The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered to the Company. The Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the Company shall mxxx its books and records to reflect the ownership of the Mortgage Loans of such assignee, and the previous Purchaser shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred, except with respect to any liabilities, claims and/or obligations that arose as a result of the Purchaser’s ownership of the Mortgage Loans during its period of ownership.

Transfer of Mortgage Loans. The Company Servicer shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribeprescribe from time to time, the Company Servicer shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company Servicer shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company Servicer in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan2.04. The Purchaser Owner may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage LoansLoans in accordance with Sections 10.02 and 11.13, provided, however, that the transferee will not be deemed to be a Purchaser an Owner hereunder binding upon the Company Servicer unless such transferee shall agree in writing to be bound by the terms of this Agreement via an assignment and an original counterpart of the instrument of transfer in an Assignment and Assumption assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered reasonably acceptable to the CompanyServicer. The Purchaser Owner also shall advise the Company Servicer in writing of the transfer. Upon receipt of notice of the permitted transfer, the Company Servicer shall mxxx xxxx its books and records to reflect the ownership of the Mortgage Loans of such assignee, and shall release the previous Purchaser shall be released Owner from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

Transfer of Mortgage Loans. The Company Servicer shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribeprescribe from time to time, the Company Servicer shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company Servicer shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company Servicer in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan3.04. The Purchaser Owner may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser an Owner hereunder binding upon the Company Servicer unless such transferee shall agree in writing to be bound by the terms of this Agreement via an assignment and an original counterpart of the instrument of transfer in an Assignment and Assumption assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered reasonably acceptable to the CompanyServicer. The Purchaser Owner also shall advise the Company Servicer in writing of the transfer. Upon receipt of notice of the permitted transfer, the Company Servicer shall mxxx its marx xxs books and records to reflect the ownership of the Mortgage Loans of such assignee, and shall release the previous Purchaser shall be released Owner from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

Transfer of Mortgage Loans. The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company Servicer shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company Servicer in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan2.04. The Purchaser Owner may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, Loans in accordance with Section 11.10; provided, however, that the transferee will not be deemed to be a Purchaser an Owner hereunder binding upon the Company Servicer unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment assignment and Assumption assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered reasonably acceptable to the CompanyServicer. The Purchaser Owner also shall advise the Company Servicer in writing of the transfer. Upon receipt of notice of the permitted transfer, the Company Servicer shall mxxx mark its books and records recoxxx to reflect the such assignee's ownership of the related Mortgage Loans of such assigneeLoans, and the previous Purchaser Owner shall be deemed released from its obligations hereunder with respect to the such Mortgage Loans sold from and after the date of such sale or transferredtransfer without the necessity of any action on the part of the Servicer. If the Servicer receives notification of a transfer, including a final loan schedule, less than five (5) Business Days before the last Business Day of the month, the Servicer's duties to remit and report as required by Section 5 shall begin with the next Due Period.

Transfer of Mortgage Loans. The Company Servicer shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribeprescribe from time to time, the Company Servicer shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company Servicer shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company Servicer in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan2.04. The Purchaser Owner may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage LoansLoans in accordance with Sections 10.02 and 11.12, provided, however, that the transferee will not be deemed to be a Purchaser an Owner hereunder binding upon the Company Servicer unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment assignment and Assumption assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered reasonably acceptable to the CompanyServicer. The Purchaser Owner also shall advise the Company Servicer in writing of the transfer. Upon receipt of notice of the permitted transfer, the Company Servicer shall mxxx mark its books and records to reflect the ownership of the Mortgage Loans Xxxns of such assignee, and shall release the previous Purchaser shall be released Owner from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

Transfer of Mortgage Loans. The Company Servicer shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company Servicer shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company Servicer shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company Servicer in accordance with this Section 2.06 and the books and records of the Company Servicer show such person as the owner of the Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company Servicer unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered to the CompanyServicer. The Purchaser also shall advise the Company Servicer of the transfer. Upon receipt of notice of the transfer, the Company Servicer shall mxxx xxxx its books and records to reflect the ownership of the Mortgage Loans of such assignee, and the previous Purchaser shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

Transfer of Mortgage Loans. The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered to the Company. The Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the Company shall mxxx its marx xxs books and records to reflect the ownership of the Mortgage Loans of such assignee, and the previous Purchaser shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

Transfer of Mortgage Loans. The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company Servicer shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company Servicer in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan2.04. The Purchaser Owner may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, Loans in accordance with Sections 10.02 and 11.11; provided, however, that the transferee will not be deemed to be a Purchaser an Owner hereunder binding upon the Company Servicer unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment assignment and Assumption assumption of this Agreement substantially reasonably acceptable to the Servicer (except as provided in the form of Exhibit D hereto executed Section 10.02 with respect to a Pass-Through transfer by the transferee shall have been delivered to the Companyinitial Owner). The Purchaser Owner also shall advise the Company Servicer in writing of the transfer. Upon receipt of notice of the permitted transfer, the Company Servicer shall mxxx mark its books and records xxxxrds to reflect the such assignee's ownership of the related Mortgage Loans of such assigneeLoans, and the previous Purchaser Owner shall be deemed released from its obligations hereunder with respect to the such Mortgage Loans sold from and after the date of such sale or transferredtransfer without the necessity of any action on the part of the Servicer.

Transfer of Mortgage Loans. The Company Servicer shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company Servicer shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company Servicer shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company Servicer in accordance with this Section 2.06 and the books and records of the Company Servicer show such person as the owner of the Mortgage Loan. The Purchaser Owner may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser Owner hereunder binding upon the Company Servicer unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the form of Exhibit D C hereto executed by the transferee shall have been delivered to the CompanyServicer. The Purchaser Owner also shall advise the Company Servicer of the transfer. Upon receipt of notice of the transfer, the Company Servicer shall mxxx mark its books and records to reflect the ownership of the Mortgage Loans Loxxx of such assignee, and the previous Purchaser Owner shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

Transfer of Mortgage Loans. The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered to the Company. The Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the Company shall mxxx mark its books and records to reflect the ownership of the Mortgage Loans Loxxx of such assignee, and the previous Purchaser shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred, except with respect to any liabilities, claims and/or obligations that arose as a result of the Purchaser's ownership of the Mortgage Loans during its period of ownership.