Common use of Delivery of Mortgage Loan Documents Clause in Contracts

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the Seller shall deliver and release to the Custodian those Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan included in the related Mortgage Loan Package, a list of which is attached as Exhibit B hereto. On or prior to the related Closing Date, the Custodian shall have certified its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan Document. The Seller shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) within one week of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty (60) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreement.

Delivery of Mortgage Loan Documents. No later than Pursuant to the date set forth in Custodial Agreement delivered to the Purchaser prior to or on the related Purchase Price and Terms AgreementClosing Date, the Seller shall deliver and release to the Custodian those Mortgage Loan Documents as required by the Custodial Agreement and by this Agreement with respect to each Mortgage Loan included Loan. Notwithstanding anything contrary contained in the Custodial Agreement, prior to the related Mortgage Loan PackageClosing Date the Seller shall be obligated to deliver and release to the Custodian only documents (a), a list of which is attached as (b) and (f) listed on Exhibit B 1 hereto. On Subject to Recording Office Delays (as defined below), within 90 days after the related Closing Date, the Seller shall deliver to the Custodian each of the documents described in Exhibit 1 not delivered pursuant to this Agreement and the Custodial Agreement; provided that, subject to Recording Office Delays, such 90-day period shall not extend any of the other cure periods available to the Seller pursuant to this Section 6.03, and provided, further, that nondelivery of the documents described in Exhibit 1 on or prior to the related Closing Date, Date shall constitute notice to the Seller for purposes of this Section 6.03. The Custodian shall have certified certify its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by subject to the initial exception report attached to such certification of the Custodian in the form annexed to or subsequent certification delivered under the Custodial Agreement. The Purchaser shall Seller will be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses related to the recording of any intervening or prior assignments of the Mortgage Loans to the Seller or to any prior owners of or mortgagees with respect to the Mortgage Loans. The Purchaser will be responsible for the Custodian. On ’s fees and expenses with respect to the initial inventory, delivery, certification and maintenance of the Mortgage Loans before and after the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan Document. The Seller shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) 11.01 or 11.18 within one week of two weeks after their execution, provided, however, that the Seller shall provide the Custodian with a Seller-certified true copy of any such document submitted for recordation within one week of two weeks after its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty 180 days of its submission for recordation or as soon thereafter as such recording office will make such certified copy available. In the event the public recording office is delayed in returning any original document (60) “Recording Office Delays”), the Seller shall deliver to the Custodian within 240 days of its submission for recordation, a copy of such document and an Officer’s Certificate, which shall (i) identify the recorded document; (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay by the public recording office and (iii) state the date by which the Seller expects to receive the applicable recorded document from the applicable recording office. Within ninety (90) days after the related Closing Date, the Seller shall, or shall cause the Servicer to, with respect to the Non-Conventional Mortgage Loans, deliver to the Purchaser or its designee the original MIC or LGC, or an Officer’s Certificate, which shall (i) state that the MIC or LGC has not been delivered to the Purchaser or its designee due solely to a delay by the insuring agency, (ii) state the amount of time generally required by the insuring agency to process the MIC or LGC and (iii) specify the date the MIC or LGC will be delivered to the Purchaser or its designee. The Seller shall be required to deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date MIC or LGC to the Purchaser no later than or its designee by the date specified in clause (iii) above. If the Seller, the Purchaser or the Custodian finds any document or documents constituting a part of a Mortgage File pertaining to a Mortgage Loan to be defective (or missing) in any material respect, and such defect or missing document materially and adversely affects the value of the related Mortgage Loan or the interests of the Purchaser therein, the party discovering such defect shall promptly so notify the Seller. The Seller shall have a period of 90 days after receipt of such written notice within which to correct or cure any such defect. The Seller hereby covenants and agrees that, if any material defect cannot be corrected or cured and materially and adversely affects the value of the related Mortgage Loan or the interests of the Purchaser, the Seller will, upon the expiration of the applicable cure period described above, repurchase the related Mortgage Loan in the manner set forth in the related Purchase Price and Terms Agreement. In the event Section 7.03; provided, however, that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Sharesany Mortgage Loan, if such defect constitutes a Qualification Defect, any such repurchase must take place within 75 days of the date such defect is discovered; provided, further, that the foregoing repurchase obligation shall not apply in the event the Seller cannot deliver such items due to a delay caused by the recording office in the applicable jurisdiction; and provided, further, that the Seller shall deliver instead a recording receipt of such recording office or, if such recording receipt is not available, an Officer’s Certificate from the Seller confirming that such documents have been accepted for recording. Any such document shall be delivered to the Purchaser or its designee promptly upon receipt thereof from the related recording office. Notwithstanding the foregoing, with respect to a Mortgage Loan, if, at the end of such 90-day period, the Seller delivers an Officer’s Certificate to the Purchaser certifying that the Seller is using good faith efforts to correct or cure such defect and identifying progress made, then the Purchaser shall grant the Seller an extension to correct or cure such defect. The extension shall not extend beyond (1) if the defect is a Qualification Defect, the date that is 75 days after the date the defect is discovered, or, (2) if the defect is not a Qualification Defect, the date that is 30 days beyond the original 90-day cure period. If the defect is not a Qualification Defect, additional 30-day extensions may be obtained pursuant to the same procedure, as long as the Seller demonstrates continued progress toward a correction or cure; provided that no extension shall be granted beyond 180 days from the date on which the Seller received the original notice of the defect. Notwithstanding the foregoing, with respect to a Mortgage Loan, the failure of the Purchaser to notify the Seller of any defective or missing document in a Mortgage File within such 90-day period, or the failure of the Purchaser to require the Seller to cure or repurchase the related Mortgage Loan upon expiration of such 90-day period, shall not constitute a waiver of its rights hereunder, including the rights with respect to a Mortgage Loan, to require the Seller to repurchase the affected Mortgage Loan and the right to indemnification pursuant to Section 7.03 hereof. Notwithstanding the foregoing, to the extent that the Custodian certifies as to any document as being delivered to it pursuant to the Custodial Agreement in a non-defective state and such document subsequently becomes missing or defective, the Seller shall promptly deliver not be obligated to repurchase the related Mortgage Loan by reason of such missing or defective document, to redeliver such document to the Custodian or to correct any such defect. To the new Stock Certificatesextent received by it, together with the related Stock Powers in blank. Such new Stock Certificates Servicer shall be subject promptly forward to the related Pledge Instruments and shall be subject to all Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of the terms, covenants and conditions of any Mortgage Loan entered into in accordance with this Agreement.

Delivery of Mortgage Loan Documents. No later than Pursuant to the date set forth in Custodial Agreement between the related Purchase Price Custodian and Terms Agreementthe Initial Purchaser, the Seller Servicer, shall from time to time in connection with each Closing Date, at least five (5) Business Days prior to such Closing Date, deliver and release to the Custodian those Mortgage Loan Documents as required by this the Custodial Agreement with respect to each Mortgage Loan included in to be purchased and sold on the related Closing Date and set forth on the related Mortgage Loan Package, Schedule delivered with such Mortgage Loan Documents. The Servicer shall provide to each of the Purchaser and the Custodian a notice containing a list of which is attached as Exhibit B heretoauthorized servicing officers (each, an "Authorized Representative") for the purpose of giving and receiving notices, requests and instructions and delivering certificates and documents in connection with this Agreement. On or prior Such notice shall contain the specimen signature for each Authorized Representative. From time to time, the Servicer may, by delivering to the related Closing Dateothers a revised notice, change the information previously given pursuant to this Section, but each of the parties hereto shall be entitled to rely conclusively on the then current notice until receipt of a superseding notice. The Custodian shall have certified certify its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial AgreementAgreement for the related Closing Date, as evidenced by the initial certification Trust Receipt and Initial Certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser Servicer shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of during the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Preliminary Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan DocumentPeriod. The Seller Servicer shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) this Agreement within one week two weeks of their execution, provided, however, that the Seller Servicer shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week two weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty (60) 240 days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreement.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the The Seller shall deliver and release to the Custodian no later than five (5) Business Days prior to the related Closing Date those Mortgage Loan Documents set forth on Exhibit A-1 hereto as required by this the Custodial Agreement with respect to each Mortgage Loan included in set forth on the related Mortgage Loan Package, a list of which is attached as Exhibit B heretoSchedule. On or prior to the related Closing Date, the The Custodian shall have certified certify its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial AgreementAgreement for the related Closing Date, as evidenced by the initial certification Initial Certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser Seller shall be responsible for maintaining comply with the terms of the Custodial Agreement and the Purchaser shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan Document. The Seller shall or shall cause the Interim Servicer to forward to the Custodian Custodian, or to such other Person as the Purchaser shall designate in writing, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) this Agreement within one week two weeks of their execution, provided, however, that the Seller shall provide the Custodian Custodian, or to such other Person as the Purchaser shall designate in writing, with a certified true copy of any such document submitted for recordation within one week two weeks of its execution, and shall promptly provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty (60) 180 days of its submission for recordation; provided however, that if delivery is not completed within 180 days after such documents were submitted for recordation solely due to delays in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office, the Seller shall continue to use its best efforts to effect delivery as soon as possible thereafter, but in no event shall delivery of such documents occur more than 240 days after such documents were submitted for recordation. The Seller shall deliver grant a final sufficient limited power of attorney to the Purchaser to enable the Purchaser to execute legal, valid and enforceable Assignments of Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to behalf of the Purchaser no later than the date set forth in the related Purchase Price and Terms AgreementSeller. In the event that newany document required to be delivered to the Custodian in the Custodial Agreement, replacementincluding an original or copy of any document submitted for recordation to the appropriate public recording office, substitute is not so delivered to the Custodian, or additional Stock Certificates are issued to such other Person as the Purchaser shall designate in writing, within 90 days following the related Closing Date (other than with respect to existing Cooperative Sharesthe Assignments of Mortgage which shall be delivered to the Custodian in blank and recorded subsequently by the Purchaser or its designee and an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with this Agreement), and in the event that the Seller does not cure such failure within 30 days of discovery or receipt of written notification of such failure from the Purchaser, the related Mortgage Loan shall, upon the request of the Purchaser, be repurchased by the Seller at the price and in the manner specified in Subsection 9.03. The foregoing repurchase obligation shall not apply if the Seller cannot cause the Interim Servicer to deliver such original or copy of any document submitted for recordation to the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such recording receipt is not available, an officer’s certificate of a servicing officer of the Seller, confirming that such documents have been accepted for recording; provided that, upon request of the Purchaser and delivery by the Purchaser to the Seller of a schedule of the related Mortgage Loans, the Seller shall promptly reissue and deliver to the Purchaser or its designee said officer’s certificate. The Seller shall pay all initial recording fees, if any, for the Assignments of Mortgage and any other fees or costs in transferring all original documents to the Custodian or, upon written request of the new Stock CertificatesPurchaser, together with to the related Stock Powers in blankPurchaser or the Purchaser’s designee. Such new Stock Certificates The Purchaser or the Purchaser’s designee shall be subject to responsible for recording the related Pledge Instruments Assignments of Mortgage and shall be subject reimbursed by the Seller for the costs associated therewith pursuant to all of the terms, covenants and conditions of this Agreementpreceding sentence.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the The Seller shall deliver and release to Purchaser or its designee the Custodian those Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan included in the related Mortgage Loan Package, a list of which is attached as Exhibit B hereto. On or no later than five (5) Business Days prior to the related Closing Date, . If Seller cannot deliver the Custodian shall have certified its receipt of all such original recorded Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On on the related Closing Date, Seller shall, promptly upon receipt thereof and in any case not later than 240 days from the Closing Date, deliver such original recorded documents to Purchaser or its designee (unless Seller is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office). If delivery is not completed within 240 days of the related Closing Date solely because such documents shall not have been returned by the appropriate recording office, Seller shall, at Purchaser written request, deliver such document to Purchaser, or its designee, within such time period as specified in a Seller’s Officer’s Certificate. In the event that documents have not been received by the date specified in Seller’s Officer’s Certificate, a subsequent Seller’s Officer’s Certificate shall be delivered by such date specified in the prior Seller’s Officer’s Certificate, stating a revised date for receipt of documentation. The procedure shall be repeated until the documents have been received and delivered. Seller shall release any interest that it has in use its best efforts to effect delivery of all delayed recorded documents within 180 days of the related Closing Date. If delivery of all Mortgage Loan Documents upon its receipt with respect to any Mortgage Loan is not completed within 270 days of the Purchase related Closing Date then, at Purchaser’s option, Seller shall repurchase at the Repurchase Price for the Mortgage Loansin accordance with Section 6.03. Within thirty (30) days of receipt Any review by the Seller of any notice from the Purchaser or the Custodian that any its designee of the Mortgage Loan Documents is missingFiles shall in no way alter or reduce Seller’s obligations hereunder. If Purchaser or its designee discovers any defect with respect to any document constituting part of a Mortgage File, does not appear regular on Purchaser shall, or shall cause its face (i.e.designee to, is mutilated, damaged, defaced, torn or otherwise physically altered) or appears give written specification of such defect to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller and Seller shall cure or repurchase such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase PricePrice in accordance with Section 6.03. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan Document. The Seller shall forward to the Custodian original Purchaser, or its designee, copies of documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) within one week thirty days of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week of its execution, execution and shall also provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty (60) thirty days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for return from the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreementappropriate public recording office.

Delivery of Mortgage Loan Documents. No later than Pursuant to the date set forth in Custodial Agreement to be executed among and delivered by the related Purchase Price Initial Purchaser, the Custodian and Terms Agreementthe Seller prior to the Initial Closing Date, the Seller shall from time to time in connection with each Closing Date, at least five (5) Business Days prior to such Closing Date, deliver and release to the Custodian those Mortgage Loan Documents as required by this the Custodial Agreement with respect to each Mortgage Loan included in to be purchased and sold on the related Closing Date and set forth on the related Mortgage Loan Package, a list of which is attached as Exhibit B heretoSchedule delivered with such Mortgage Loan Documents. On or prior to the related Closing Date, the The Custodian shall have certified certify its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial AgreementAgreement for the related Closing Date, as evidenced by the initial certification Trust Receipt and Initial Certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser Seller shall be responsible for maintaining the Custodial Agreement and shall pay all during the Preliminary Servicing Period. The fees and expenses of the Custodian. On the related Closing Date, the Seller Custodian during such period shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt be paid by the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missingSeller, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, and the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable customary indemnification to the failure of Custodian pursuant to the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan DocumentCustodial Agreement. The Seller shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) this Agreement within one week two weeks of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week two weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty (60) ninety days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreement.

Delivery of Mortgage Loan Documents. No later than Pursuant to various conveyance documents to be executed on the date set forth in Closing Date and pursuant to the related Purchase Price Pooling and Terms Servicing Agreement, the Seller shall deliver Purchaser will assign on the Closing Date all of its right, title and release to the Custodian those Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan included interest in the related Mortgage Loan Package, a list of which is attached as Exhibit B hereto. On or prior to the related Closing Date, the Custodian shall have certified its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loan Schedule Loans, the Seller has delivered or will deliver or cause to be delivered to the Trustee by the Closing Date or such later date as is agreed to by the Purchaser and the Seller (each, each of the Closing Date and such later date is referred to as a “Material DefectMortgage File Delivery Date”), the Seller shall cure such Material Defect (and, items of each Mortgage File as defined in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure section 2.01 of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser Pooling and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan Document. The Seller shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) within one week of their executionServicing Agreement, provided, however, that in lieu of the foregoing, the Seller shall provide may deliver the Custodian following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certified true copy of any such document submitted for recordation within one week of its execution, and shall provide certification by the original of any document submitted for recordation or a copy Seller on the face of such document certified by the appropriate public recording office copy, substantially as follows: “Certified to be a true and complete correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original within sixty certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (60z) days in lieu of its submission for recordationthe Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2 the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver a final Mortgage Loan Schedule for such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage Loans included in any and intervening assignments, if any, and the assignment of the Mortgage Loan Package to be purchased on any recorded not later than 180 days after the Closing Date Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the Purchaser no later than effect that the date set forth recordation of such assignment is not necessary to protect the Trustee’s interest in the related Purchase Price and Terms AgreementMortgage Loan. In Upon the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Sharesrequest of the Purchaser, the Seller shall promptly deliver will assist the Purchaser in effecting the assignment referred to the Custodian the new Stock Certificatesabove. * Please contact Nomura Credit & Capital, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this AgreementInc. for pricing information.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the The Seller shall deliver and release to the Custodian those Purchaser or its designee the Mortgage Loan Documents as no later than five (5) Business Days prior to the related Closing Date pursuant to a bailee letter agreement. If the Seller cannot deliver the original recorded Mortgage Loan Documents on such Closing Date, the Seller shall, promptly upon receipt thereof and in any case not later than 90 days from such Closing Date, deliver such original recorded documents to the Purchaser or its designee (unless the Seller is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office). If delivery is not completed within 90 days of the related Closing Date solely because such documents shall not have been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered to the Purchaser or its designee, a Seller’s Officer’s Certificate which shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered to the Purchaser or its designee due solely to a delay caused by the public recording office, and (iii) state the amount of time generally required by this Agreement the applicable recording office to record and return a document submitted for recordation. In the event that documents have not been received by the date specified in the Seller’s Officer’s Certificate, a subsequent Seller’s Officer’s Certificate shall be delivered by such date specified in the prior Seller’s Officer’s Certificate, stating a revised date for receipt of documentation. The procedure shall be repeated until the documents have been received and delivered. The Seller shall use its best efforts to effect delivery of all delayed recorded documents within 120 days of the related Closing Date. Pursuant to Section 11.11, the Seller shall be responsible for recording the Assignments of Mortgage (or Form UCC-3’s for Co-op Loans). The Seller shall pay all initial recording fees for the Assignments of Mortgage (or Form UCC-3’s for Co-op Loans) and any other fees in connection with respect to each the transfer of the Mortgage Loan included in Documents to the related Mortgage Loan Package, a list of which is attached as Exhibit B heretoPurchaser or its designee. On or No later than five (5) days prior to the related Closing Date, the Custodian Seller shall have certified provide a copy of the commitment for title insurance to the Purchaser or its receipt designee. Any review by the Purchaser or its designee of all the Mortgage Files shall in no way alter or reduce the Seller’s obligations hereunder. If the Purchaser or its designee discovers any defect with respect to any document constituting part of a Mortgage File that materially and adversely affects the value of the related Mortgage Loan or the interests of the Purchaser therein (including, without limitation, the ability of the Purchaser to sell such Mortgage Loan Documents required to be delivered pursuant in connection with a Whole Loan Transfer or Pass-Through Transfer), the Purchaser shall, or shall cause its designee to, give written specification of such defect to the Custodial Agreement, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement Seller and shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure or repurchase such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection accordance with any missing, mutilated or improper Mortgage Loan DocumentSection 3.03. The Seller Servicer shall forward to the Custodian Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) 4.01 or 6.01 within one week of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week of its execution, execution and shall also provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty five (605) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for return from the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreementappropriate public recording office.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the The Seller shall deliver and release to the Custodian those Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan included in the related Mortgage Loan Package, a list of which is attached as Exhibit B hereto. On or no later than five (5) Business Days prior to the related Closing Date, Date the documents and instruments in the Mortgage File for each Mortgage Loan. The Custodian shall have certified certify its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial AgreementAgreement for the Closing Date, as evidenced by the initial certification and trust receipt of the Custodian in the form annexed to the Custodial Agreement. The Purchaser Seller shall be responsible for maintaining comply with the terms of the Custodial Agreement and the Purchaser shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt charged by the Seller of any notice from Custodian associated with the Purchaser or the Custodian that any initial inventory and maintenance of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan DocumentDocuments. The Seller shall forward to the Custodian Custodian, or to such other Person as the Purchaser shall designate in writing, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) this Agreement within one week two weeks of their execution, provided, however, that the Seller shall provide the Custodian Custodian, or to such other Person as the Purchaser shall designate in writing, with a certified true copy of any such document submitted for recordation within one week two weeks of its execution, and shall promptly provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty (60) 180 days of the Closing Date. In the event any document required to be delivered to the Custodian pursuant to the preceding paragraph, including an original or copy of any document submitted for recordation to the appropriate public recording office, is not so delivered to the Custodian, or to such other Person as the Purchaser shall designate in writing, within 180 days following the Closing Date (other than with respect to the Assignments of Mortgage which shall be delivered to the Custodian in blank on or prior to the Closing Date and recorded subsequently by the Purchaser or its submission designee), and in the event that the Seller does not cure such failure within 30 days of discovery or receipt of written notification of such failure from the Purchaser, the related Mortgage Loan shall, upon the request of the Purchaser, be repurchased by the Seller at the price and in the manner specified in Subsection 9.04. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recordationrecordation to the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction, provided that (i) the Seller shall deliver a recording receipt of such recording office or, if such recording receipt is not available, an Officer's Certificate of a servicing officer of the Seller, confirming that such documents have been accepted for recording (upon request of the Purchaser and delivery by the Purchaser to the Seller of a schedule of the related Mortgage Loans, the Seller shall reissue and deliver to the Purchaser or its designee said Officer's Certificate relating to the related Mortgage Loans), and (ii) such document is delivered within twelve (12) months of the Closing Date. The Seller shall deliver a final Mortgage Loan Schedule pay all initial recording fees, if any, for the Mortgage Loans included assignments of mortgage and any other fees or costs in any Mortgage Loan Package transferring all original documents to be purchased on any Closing Date the Custodian or, upon written request of the Purchaser, to the Purchaser no later than or the date set forth in Purchaser's designee. The Purchaser or the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates Purchaser's designee shall be subject to responsible for recording the related Pledge Instruments Assignments of Mortgage and shall be subject reimbursed by the Seller for the costs associated therewith pursuant to all of the terms, covenants and conditions of this Agreementpreceding sentence.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the The Seller shall deliver and release to the Custodian those Purchaser or its designee the Mortgage Loan Documents as no later than five Business Days prior to the Closing Date pursuant to a bailee letter agreement. If the Seller cannot deliver the original recorded Mortgage Loan Documents on the Closing Date, the Seller shall, promptly upon receipt thereof and in any case not later than 90 days from the Closing Date, deliver such original recorded documents to the Purchaser or its designee (unless the Seller is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office). If delivery is not completed within 90 days of the Closing Date solely because such documents shall not have been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered to the Purchaser or its designee a Seller’s Officer’s Certificate that shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered to the Purchaser or its designee due solely to a delay caused by the public recording office and (iii) state the amount of time generally required by this Agreement the applicable recording office to record and return a document submitted for recordation. In the event that documents have not been received by the date specified in the Seller’s Officer’s Certificate, a subsequent Seller’s Officer’s Certificate shall be delivered by such date specified in the prior Seller’s Officer’s Certificate, stating a revised date for receipt of documentation. The procedure shall be repeated until the documents have been received and delivered. The Seller shall use its best efforts to effect delivery of all delayed recorded documents within 120 days of the Closing Date. Pursuant to Section 12.11, the Seller shall be responsible for recording the Assignments of Mortgage (or Form UCC-3’s for Co-op Loans). The Seller shall pay all initial recording fees for the Assignments of Mortgage (or Form UCC-3’s for Co-op Loans) and any other fees in connection with respect to each the transfer of the Mortgage Loan included in Documents to the related Mortgage Loan Package, a list of which is attached as Exhibit B heretoPurchaser or its designee. On or No later than five days prior to the related Closing Date, the Custodian Seller shall have certified its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the initial certification provide a copy of the Custodian in the form annexed commitment for title insurance to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from the Purchaser or its designee. Any review by the Custodian that any Purchaser or its designee of the Mortgage Loan Documents is missingFiles shall in no way alter or reduce the Seller’s obligations hereunder. If the Purchaser or its designee discovers any defect with respect to any document constituting part of a Mortgage File, does not appear regular on the Purchaser shall, or shall cause its face (i.e.designee to, is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated give written specification of such defect to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), Seller and the Seller shall cure or repurchase such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan Document. The Seller shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) within one week of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty (60) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreement3.03.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the The Seller shall deliver and release to the Custodian those Purchaser or its designee the Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan included in the related Mortgage Loan Package, a list of which is attached as Exhibit B hereto. On or no later than four (4) Business Days prior to the related Closing Date, . If the Custodian shall have certified its receipt of all such Seller cannot deliver the original recorded Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On on the related Closing Date, the Seller shall release shall, promptly upon receipt thereof and in any interest that it has in case not later than 120 days from the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from Closing Date, deliver such original recorded documents to the Purchaser or its designee (unless the Custodian that any Seller is delayed in making such delivery by reason of the Mortgage Loan Documents fact that such documents shall not have been returned by the appropriate recording office). If delivery is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to completed within 120 days of the Mortgage Loans identified in related Closing Date solely because such documents shall not have been returned by the Mortgage Loan Schedule (each, a “Material Defect”)appropriate recording office, the Seller shall cure deliver such Material Defect (anddocument to Purchaser, or its designee, within such time period as specified in a Seller’s Officer’s Certificate. In the event that documents have not been received by the date specified in the Seller’s Officer’s Certificate, a subsequent Seller’s Officer’s Certificate shall be delivered by such eventdate specified in the prior Seller’s Officer’s Certificate, stating a revised date for receipt of documentation. The procedure shall be repeated until the documents have been received and delivered. The Seller shall use its best efforts to effect delivery of all delayed recorded documents within 180 days of the related Closing Date. If delivery of all Mortgage Loan Documents with respect to any Mortgage Loan is not completed within 360 days of the related Closing Date then, at Purchaser’s option, the Seller shall provide repurchase such Mortgage Loan in such manner set forth in Section 7.03. Any review by the Purchaser with an Officeror its designee of the Mortgage Files shall in no way alter or reduce the Seller’s Certificate confirming that such cure has been effected)obligations hereunder. If the Seller does not so cure such Material DefectPurchaser or its designee discovers any defect with respect to any document constituting part of a Mortgage File, it the Purchaser shall, if or shall cause its designee to, give written specification of such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable defect to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, and the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated cure or improper repurchase such Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection accordance with any missing, mutilated or improper Mortgage Loan DocumentSection 7.03. The Seller shall forward to the Custodian Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) within one week of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week of its execution, execution and shall also provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty five (605) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for return from the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreementappropriate public recording office.

Delivery of Mortgage Loan Documents. No later than the date set forth in On each Closing Date with respect to each Mortgage Loan comprising the related Purchase Price and Terms AgreementLoan Package, the Seller shall deliver and release have delivered to the Custodian those Mortgage Loan Documents as required by contained in the Mortgage File pursuant to this Agreement with respect to each Mortgage Loan included Loan. In addition, in connection with the assignment of any MERS Mortgage Loan, the Seller agrees that it will cause, at its own expense, the MERS System to indicate that the related Mortgage Loan Package, a list of which is attached as Exhibit B hereto. On or prior Loans have been assigned by the Seller to the related Closing Date, Purchaser in accordance with this Agreement by entering in the MERS System the information required by the MERS System to identify the Purchaser as owner of such Mortgage Loans. The Seller further agrees that it will not alter the information referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement or unless otherwise directed by the Purchaser. The Custodian shall have certified certify its receipt of all such Mortgage Loan Documents in each Mortgage File required to be delivered pursuant to the Custodial this Agreement, as evidenced by the initial certification Initial Certification of the Custodian in the form forms annexed to the Custodial Agreement. The Purchaser shall will be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller The contents of each Servicing File are and shall release any interest that it has be held in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt trust by the Seller as servicer for the benefit of any notice from the Purchaser or as the Custodian that any owner thereof. The possession of each Servicing File by the Seller is at the will of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to Purchaser for the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase sole purpose of servicing the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable pursuant to the failure Servicing Agreement, and such retention and possession by the Seller is in a custodial capacity only. Upon the sale of the Mortgage Loans the ownership of each Mortgage Note, the related Mortgage and the related Mortgage File and Servicing File shall vest immediately in the Purchaser, and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller to cure a Material Defect if, as determined by the Purchaser acting shall vest immediately in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable shall be retained and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred maintained by the Purchaser Seller, in enforcing its remedies hereunder in connection with any missingtrust, mutilated or improper Mortgage Loan Document. The Seller shall forward to at the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) within one week of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy will of the original within sixty (60) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included Purchaser and only in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreementsuch custodial capacity.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the The Seller shall deliver and release to the Custodian no later than ten (10) Business Days prior to the related Closing Date those Mortgage Loan Documents set forth on Exhibit A-1 hereto as required by this the Custodial Agreement with respect to each Mortgage Loan included in set forth on the related Mortgage Loan Package, a list of which is attached as Exhibit B heretoSchedule. On or prior to the related Closing Date, the The Custodian shall have certified certify its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial AgreementAgreement for the related Closing Date, as evidenced by the initial certification Initial Certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser Seller shall be responsible for maintaining comply with the terms of the Custodial Agreement and the Purchaser shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan Document. The Seller shall or shall cause the Interim Servicer to forward to the Custodian Custodian, or to such other Person as the Purchaser shall designate in writing, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) this Agreement within one week two weeks of their execution, provided, however, that the Seller shall provide the Custodian Custodian, or to such other Person as the Purchaser shall designate in writing, with a certified true copy of any such document submitted for recordation within one week two weeks of its execution, and shall promptly provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty two (602) days weeks following receipt of its submission for recordation. The Seller the original document by the Interim Servicer; provided, however, that such original recorded document or certified copy thereof shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date delivered to the Purchaser no later than 180 days following the date set forth related Closing Date, unless there has been a delay at the applicable recording office. If the original or copy of any document submitted for recordation to the appropriate public recording office is not delivered to the Purchaser or its designee within 180 days following the related Closing Date, the related Mortgage Loan shall, upon the request of the Purchaser, be repurchased by the Seller at the price and in the related Purchase Price and Terms Agreementmanner specified in Subsection 9.03. In The foregoing repurchase obligation shall not apply if the event that new, replacement, substitute Seller cannot cause the Interim Servicer to deliver such original or additional Stock Certificates are issued with respect copy of any document submitted for recordation to existing Cooperative Shares, the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; providedthat (i) the Seller shall promptly instead deliver a recording receipt of such recording office or, if such recording receipt is not available, an officer’s certificate of a servicing officer of the Seller, confirming that such document has been accepted for recording, and (ii) such document is delivered within twelve (12) months of the related Closing Date. The Seller shall pay all initial recording fees, if any, for the Assignments of Mortgage and any other fees or costs in transferring all original documents to the Custodian or, upon written request of the new Stock CertificatesPurchaser, together with to the related Stock Powers in blankPurchaser or the Purchaser’s designee. Such new Stock Certificates The Purchaser or the Purchaser’s designee shall be subject to responsible for recording the related Pledge Instruments Assignments of Mortgage and shall be subject reimbursed by the Seller for the costs associated therewith pursuant to all of the terms, covenants and conditions of this Agreementpreceding sentence.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the Seller shall deliver and release to Purchaser or its designee, as directed by Purchaser, the Custodian those Mortgage Loan Documents as required by this Agreement with respect to Exhibit J hereto for each Mortgage Loan included in the related Mortgage Loan Package, a list of which is attached as Exhibit B hereto. On or no later than five (5) Business Days prior to the related Closing Date. Except as otherwise provided in this Section 5.03, the Custodian shall have certified its upon discovery or receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller notice of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper materially defective Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any that a Mortgage Loan Document is missing, mutilated Seller shall have sixty (60) days to cure such defect or improper deliver such missing document to Purchaser or its designee. If Seller does not cure such defect or deliver such missing document within such time period, Seller shall either repurchase or substitute for such Mortgage Loan Documentin accordance with Section 6.03. The Seller shall forward to the Custodian Purchaser or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(athis Agreement within two (2) and 4(w) within one week weeks of their execution, ; provided, however, that the Seller shall provide the Custodian Purchaser or its designee, with a certified true copy of any such document submitted for recordation within one week two (2) weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty (60) 270 days of its submission for recordation. The In the event Seller cannot deliver the original of such documents submitted for recording due to a delay by the recording office in the applicable jurisdiction, Seller shall instead deliver a final Mortgage Loan Schedule recording receipt of such recording office or, if such recording receipt is not available, an Officer's Certificate from Seller confirming that such documents have been accepted for recording. Any such document shall be delivered to Purchaser or its designee promptly upon receipt thereof from the Mortgage Loans included in related recording office. From time to time Purchaser shall deliver or cause to be delivered to Seller, as soon as practicable following receipt of a written request from Seller and at no expense to Seller, any Mortgage Loan Package Document needed by Seller in connection with the servicing of a Mortgage Loan. Seller’s request for the release of a Mortgage Loan Document shall specify in reasonable detail the reason for Seller’s request. Seller shall use its best efforts to be purchased on any Closing Date provide notice to the Purchaser no later than the date set forth of Purchaser’s or its designee’s failure to act in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued a timely manner with respect to existing Cooperative SharesSeller’s request for Mortgage Loan Documents; provided, however, Seller’s failure to notify Purchaser shall not alleviate, eliminate or diminish any obligation of Purchaser to indemnify Seller under this Section 5.03. During the time that any such Mortgage Loan Document is in the possession of Seller, such possession shall be deemed to be in trust for the benefit of Purchaser and Seller shall promptly deliver return to Purchaser or its designee any Mortgage Loan Document so released when Seller’s need for such Mortgage Loan Document no longer exists. Purchaser shall indemnify and hold Seller harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that Seller may sustain in connection with any third party claim in any way related to Purchaser’s or its designee’s failure to release, in a timely manner, the Custodian the new Stock CertificatesMortgage Loan Documents requested by Seller. Purchaser shall pay all costs, together fees and expenses in connection with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all possession of the terms, covenants and conditions Mortgage Loan Documents. Purchaser shall provide Seller with written notice at least fifteen (15) days prior to any transfer of this Agreementthe Mortgage Loan Documents.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the The Seller shall deliver and release to the Custodian those Purchaser or the custodian appointed by the Purchaser the Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan included in the related Mortgage Loan Package, a list of which is attached as Exhibit B hereto. On or no later than four (4) Business Days prior to the related Closing DateDate or, upon the Custodian shall have certified its receipt request of all such the Purchaser, earlier, if necessary or desirable to facilitate a review. If the Seller cannot deliver the original recorded Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On on the related Closing Date, the Seller shall release shall, promptly upon receipt thereof and in any interest that it has in case not later than 180 days from the Closing Date, deliver such original recorded Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from to the Purchaser or the Custodian that any appointed custodian (unless the Seller is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office). If delivery is not completed within 180 days of the related Closing Date solely because such Mortgage Loan Documents is missing, does shall not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to have been returned by the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”)appropriate recording office, the Seller shall cure deliver such Material Defect (andMortgage Loan Documents to Purchaser, or the appointed custodian, within such time period as specified in a Seller’s Officer’s Certificate. In the event that documents have not been received by the date specified in the Seller’s Officer’s Certificate, a subsequent Seller’s Officer’s Certificate shall be delivered by such eventdate specified in the prior Seller’s Officer’s Certificate, stating a revised date for receipt of documentation. The Seller shall include with each Seller’s Officer’s Certificate a listing of all delayed recorded documents. The procedure shall be repeated until the documents have been received and delivered. The Seller shall use its best efforts to effect delivery of all delayed recorded documents within 180 days of the related Closing Date. If delivery of all Mortgage Loan Documents with respect to any Mortgage Loan is not completed within 360 days of the related Closing Date then, at Purchaser’s option, the Seller shall provide repurchase such Mortgage Loan in such manner set forth in Section 7.03. Any review by the Purchaser with an Officeror its designee of the Mortgage Files shall in no way alter or reduce the Seller’s Certificate confirming that such cure has been effected)obligations hereunder. If the Seller does not so cure such Material DefectPurchaser or its designee discovers any material defect with respect to any document constituting part of a Mortgage File, it the Purchaser shall, if or shall cause its designee to, give written specification of such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable defect to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, and the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated cure or improper repurchase such Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection accordance with any missing, mutilated or improper Mortgage Loan DocumentSection 7.03. The Seller shall forward to the Custodian Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) within one week of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week of its execution, execution and shall also provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty five (605) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for return from the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreementappropriate public recording office.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the The Seller shall deliver and release to the Custodian those Purchaser or the custodian appointed by the Purchaser the Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan included in the related Mortgage Loan Package, a list of which is attached as Exhibit B hereto. On or no later than four (4) Business Days prior to the related Closing DateDate or, upon the Custodian shall have certified its receipt request of all such the Purchaser, earlier, if necessary or desirable to facilitate a review. If the Seller cannot deliver the original recorded Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On on the related Closing Date, the Seller shall release shall, promptly upon receipt thereof and in any interest that it has in case not later than 120 days from the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from Closing Date, deliver such original recorded documents to the Purchaser or the Custodian that any appointed custodian (unless the Seller is delayed in making such delivery by reason of the Mortgage Loan Documents fact that such documents shall not have been returned by the appropriate recording office). If delivery is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to completed within 120 days of the Mortgage Loans identified in related Closing Date solely because such documents shall not have been returned by the Mortgage Loan Schedule (each, a “Material Defect”)appropriate recording office, the Seller shall cure deliver such Material Defect (anddocument to Purchaser, or the appointed custodian, within such time period as specified in a Seller’s Officer’s Certificate. In the event that documents have not been received by the date specified in the Seller’s Officer’s Certificate, a subsequent Seller’s Officer’s Certificate shall be delivered by such eventdate specified in the prior Seller’s Officer’s Certificate, stating a revised date for receipt of documentation. The procedure shall be repeated until the documents have been received and delivered. The Seller shall use its best efforts to effect delivery of all delayed recorded documents within 180 days of the related Closing Date. If delivery of all Mortgage Loan Documents with respect to any Mortgage Loan is not completed within 360 days of the related Closing Date then, at Purchaser’s option, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that repurchase such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser manner set forth in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan DocumentSection 7.03. The Seller shall forward to the Custodian Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) within one week of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week of its execution, execution and shall also provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty five (605) days of its submission for recordationreturn from the appropriate public recording office. The Seller shall deliver a final Mortgage Loan Schedule for Subsection 6.04 Helping Families Act Notice Within thirty (30) days following the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Sharesof a Mortgage Loan, the Seller shall promptly deliver furnish to the Custodian borrower of such Mortgage Loan the notice required by, and in accordance with, Section 404 of the Helping Families Act. In addition, in connection with any Securitization Transaction with respect to any of the Mortgage Loans, the Seller shall furnish to each related borrower, within thirty (30) days following the closing date with respect to such Securitization Transaction, a notice with respect to such assignment substantially in the form of Exhibit 8 attached hereto (using information provided to Seller by Purchaser), which notice shall identify the Securitization Transaction trust as the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all owner of the terms, covenants Mortgage Loan and conditions of this Agreementinclude any other information required by the Helping Families Act. 19 SECTION 7.

Delivery of Mortgage Loan Documents. No later than (a) Each Seller shall, or shall cause the date set forth party in possession of each Mortgage Loan File to, deliver pursuant to the related Purchase Price terms of a bailee letter mutually agreed to by the Sellers and Terms Agreementthe Purchaser, the Seller shall deliver and release to the Custodian those respective Mortgage Loan Documents as required by this Agreement with respect to for each Mortgage Loan included in the related Mortgage Loan Package, a list of which is attached as Exhibit B hereto. On to the related bailee on or prior to the related Closing Date, . In the Custodian shall have certified its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from the Purchaser or the Custodian event that any of the Mortgage Loan Documents is missing, does are not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated delivered pursuant to the Mortgage Loans identified in foregoing sentence and such delivery failure materially and adversely affects the value of the affected Mortgage Loan Schedule (each, a “Material DefectDelivery Failure”), the applicable Seller shall cure deliver such Material Defect missing document(s) to the Purchaser within one hundred and eighty (and180) days after its receipt of a written request from the Purchaser to such effect; provided, that Purchaser shall not deliver any such written request after the date that occurs two hundred and seventy (270) days following the Closing Date. If any such missing Mortgage Loan Document is not delivered to Purchaser within the one hundred and eighty (180) day period specified in such eventthe foregoing sentence, the applicable Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a lossat its sole discretion, either, (i) promptly repurchase the related affected Mortgage Loan at the Repurchase Price. A loss shall be deemed Price pursuant to be attributable and subject to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting provisions set forth in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated Section 3.04 or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan Document. The Seller shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a(ii) and 4(w) within one week of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty (60) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date reimburse to the Purchaser an amount equal to the mutually agreed to reduction in value of the affected Mortgage Loan based upon the Delivery Failure, which in no later than event shall exceed the date set forth in lesser of (x) the applicable Repurchase Price and (y) the related Purchase Price and Terms AgreementPrice. In the event that newthe applicable Seller elects the option described in clause (ii) in the immediately preceding sentence, replacement, substitute or additional Stock Certificates are issued the Seller and the Purchaser shall promptly negotiate in good faith to reach a mutual agreement with respect to existing Cooperative Sharesthe applicable reimbursement amount; provided, that if Purchaser and the applicable Seller are unable to mutually agree upon a permanent reduction in value of the affected Mortgage Loan caused by the Delivery Failure of such Mortgage Loan Document within the one hundred and eighty (180) day period specified in the foregoing sentence, then the applicable Seller shall promptly deliver repurchase the affected Mortgage Loan at the applicable Repurchase Price pursuant to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be and subject to the related Pledge Instruments and shall be subject to all provisions set forth in Section 3.04. For the avoidance of doubt, the terms, covenants and conditions terms of this Agreement.Section 2.04 only apply to Mortgage Loan Documents related to a Mortgage Loan if such Mortgage Loan Documents are both (x) of a type described in Exhibit D and (y) identified on the Document Inventory Report or Exhibit K for such Mortgage Loan. The terms of this Section 2.04 do not apply to any Mortgage Loan Document identified as missing on Exhibit G.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the The Seller shall deliver and release to the Custodian no later than five (5) Business Days prior to the related Closing Date pursuant to a mutually acceptable bailee letter those Mortgage Loan Documents as required by this Agreement set forth on Exhibit A-1 hereto with respect to each Mortgage Loan included in set forth on the related Mortgage Loan Package, a list Schedule. The Custodian shall be required to certify its receipt of which is attached as Exhibit B hereto. On or the Mortgage Loan Documents required to be delivered hereunder prior to the related Closing Date, as evidenced by a trust receipt. The Seller shall pay all costs associated with the Custodian shall have certified its receipt shipment of all such the Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial AgreementCustodian. The Seller and the Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian, as incurred by each party. On the related Closing Date, the The Seller shall release any interest that it has be responsible for providing the Assignments of Mortgage in the Mortgage Loan Documents upon its receipt name of the Purchase Price Purchaser or its designee to the Custodian for Mortgage Loans (i) not registered under the MERS System, (ii) required to be recorded pursuant to Applicable Law or (iii) requested to be recorded by the Purchaser. The Seller shall be required to deliver such Assignments of Mortgage Loans. Within for recording within thirty (30) days of receipt by the Seller related Closing Date. All recording fees and other costs associated with the recording of any notice from such Assignments of Mortgage and other relevant documents to the Purchaser or its designee will be borne by the Seller. The Seller shall furnish the Custodian with a copy of each such Assignment of Mortgage submitted for recording. In the event that any such Assignment of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn lost or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, returned unrecorded because of a “Material Defect”)defect therein, the Seller shall cure promptly have a substitute Assignment of Mortgage prepared or have such Material Defect (anddefect cured, in as the case may be, and thereafter cause such event, the Seller shall provide the Assignment of Mortgage to be duly recorded. The Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to responsible for the failure initial and on-going fees and expenses of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan DocumentCustodian. The Seller shall forward to the Custodian Custodian, or to such other Person as the Purchaser shall designate in writing, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) this Agreement within one week two weeks of their execution, provided, however, that the Seller shall provide the Custodian Custodian, or to such other Person as the Purchaser shall designate in writing, with a certified true copy of any such document submitted for recordation within one week two weeks of its execution, and shall promptly provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty ninety (6090) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that newany document required to be delivered to the Custodian under this Agreement, replacementincluding an original or copy of any document submitted for recordation to the appropriate public recording office, substitute is not so delivered to the Custodian, or additional Stock Certificates are issued to such other Person as the Purchaser shall designate in writing, within ninety (90) days following the related Closing Date (other than with respect to existing Cooperative Sharesthe applicable Assignments of Mortgage which shall be delivered within thirty (30) days of the related Closing Date pursuant to this Section 6.03), and in the event that the Seller does not cure such failure within 30 days of discovery or receipt of written notification of such failure from the Purchaser, the related Mortgage Loan shall, upon the request of the Purchaser, be repurchased by the Seller at the price and in the manner specified in Section 8.03. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver an original document submitted for recordation to the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such recording receipt is not available, an Officer’s Certificate of a servicing officer of the Seller, confirming that such documents have been accepted for recording; provided that, upon request of the Purchaser and delivery by the Purchaser to the Seller of a schedule of the related Mortgage Loans, the Seller shall promptly reissue and deliver to the Purchaser or its designee said Officer’s Certificate. The Seller shall pay all initial recording fees, if any, for any Assignment of Mortgage and any other fees or costs in transferring all original documents to the Custodian or, upon written request of the new Stock CertificatesPurchaser, together with to the related Stock Powers in blankPurchaser or the Purchaser’s designee. Such new Stock Certificates The Purchaser or the Purchaser’s designee shall be subject to responsible for recording the related Pledge Instruments Assignments of Mortgage and shall be subject reimbursed by the Seller for the costs associated therewith pursuant to all of the terms, covenants and conditions of this Agreementpreceding sentence.

Delivery of Mortgage Loan Documents. No later than The Mortgage Loan Documents enumerated as items (1) through (8) in EXHIBIT A shall be delivered by the date set forth in the related Purchase Price and Terms Agreement, the Seller shall deliver and release Company at its expense to the Custodian those within five (5) Business Days prior to each Closing Date and the Company shall release such Mortgage Loan Documents as required by this Agreement with respect to each of the related Closing Date, free of any bailment arrangement on behalf of the Company. The remaining N-3-18 documents constituting Mortgage Loan included in Documents shall be delivered as soon as practicable after the related Closing Date, but in any event within 30 Business Days following the related Closing Date. If the Company cannot deliver the original recorded Mortgage Loan PackageDocuments or the original policy of title insurance, a list of which is attached as Exhibit B hereto. On or prior to including riders and endorsements thereto, on the related Closing Date, the Company shall, promptly upon receipt thereof and in any case not later than 180 days from the related Closing Date, deliver such original documents, including original recorded documents, to the Custodian for the benefit of the Purchaser (unless the Company is delayed in making such delivery by reason of the fact that such documents shall not have certified its receipt been returned by the appropriate recording office). If delivery is not completed within 180 days, the Company shall repurchase the related Mortgage Loans at the Repurchase Price in accordance with Section 3.03 hereof. If the Purchaser discovers any defect with respect to a Mortgage File, the Purchaser shall give prompt written specification of all such defect to the Company, and the Company shall cure or repurchase such Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreementaccordance with Section 3.03. The Purchaser shall be responsible for maintaining the Custodial Agreement and Company shall pay all recording fees, if any, for the Assignments of Mortgage and any other fees or costs in transferring all original documents to the Custodian. The Company shall prepare and effect the recording of the Assignments of Mortgage. Thereafter, the Purchaser shall pay the costs and expenses of the Custodian. On The Company shall also be required to prepare any intervening Assignments of Mortgage in accordance with the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt instructions of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan DocumentPurchaser. The Seller Company shall forward to the Custodian on behalf of the Purchaser original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) 4.01 or 6.01 within one week of their execution, ; provided, however, that the Seller Company shall provide the Custodian on behalf of the Purchaser with a certified true copy of any such document submitted for recordation within one week of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty (60) 180 days of its submission execution. If delivery is not completed within 180 days solely due to delays in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office, the Company shall continue to use its best efforts to effect delivery as soon as possible thereafter, provided that if such documents are not delivered by the 270th day from the date of execution, the Company shall repurchase the related Mortgage Loans at the Repurchase Price in accordance with Section 3.03 hereof. From time to time the Company may have a need for recordationMortgage Loan Documents to be released by the Custodian. If the Company shall require any of the Mortgage Loan Documents, the Company shall notify the Custodian in writing of such request, which request shall specify in reasonable detail the Company's reason for the request and unless the related Mortgage Loans are the subject of a Pass-Through Transfer, such request is to be acknowledged by the Purchaser. The Seller Purchaser shall deliver a final Mortgage Loan Schedule for or cause the Mortgage Loans included in any Mortgage Loan Package Custodian to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock CertificatesCompany within a reasonable period of time, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject any requested documentation previously delivered to the related Pledge Instruments and shall be subject to all Custodian or the Purchaser as part of the termsMortgage File, covenants provided that such documentation is promptly returned to the Custodian or the Purchaser when the Company no longer requires possession of the document, and conditions provided that during the time that any such documentation is held by the Company, such possession is in trust for the benefit of this Agreementthe Purchaser.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the The Seller shall deliver and release to the Custodian those Purchaser or its designee the Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan included in the related Mortgage Loan Package, a list of which is attached as Exhibit B hereto. On or no later than five (5) Business Days prior to the related Closing Date, Date pursuant to a bailee letter agreement. If the Custodian shall have certified its receipt of all such Seller cannot deliver the original recorded Mortgage Loan Documents required to be delivered pursuant to on the Custodial Agreement, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release shall, promptly upon receipt thereof and in any interest that it has in case not later than 90 days from the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from Closing Date, deliver such original recorded documents to the Purchaser or its designee (unless the Custodian Seller is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office). If delivery is not completed within 90 days of the Closing Date solely because such documents shall not have been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered to the Purchaser or its designee, a Seller's Officer's Certificate which shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered to the Purchaser or its designee due solely to a delay caused by the public recording office, and (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation. In the event that documents have not been received by the date specified in the Seller's Officer's Certificate, a subsequent Seller's Officer's Certificate shall be delivered by such date specified in the prior Seller's Officer's Certificate, stating a revised date for receipt of documentation. The procedure shall be repeated until the documents have been received and delivered. The Seller shall use its best efforts to effect delivery of all delayed recorded documents within 120 days of the Closing Date. Pursuant to Section 12.11, the Seller shall be responsible for recording the Assignments of Mortgage (or Form UCC-3's for Co-op Loans). The Seller shall pay all initial recording fees, for the Assignments of Mortgage (or Form UCC-3's for Co-op Loans) and any other fees in connection with the transfer of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in Purchaser or its designee. Any review by the Purchaser or its designee of the Mortgage Loan Schedule (eachFiles shall in no way alter or reduce the Seller's obligations hereunder. If the Purchaser or its designee discovers any defect with respect to any document constituting part of a Mortgage File, a “Material Defect”)the Purchaser shall, or shall cause its designee to, give written specification of such defect to the Seller and the Seller shall cure or repurchase such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection accordance with any missing, mutilated or improper Mortgage Loan DocumentSection 3.03. The Seller Servicer shall forward to the Custodian Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) 4.01 or 6.01 within one week of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week of its execution, execution and shall also provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty five (605) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for return from the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreementappropriate public recording office.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price In connection with such transfer and Terms Agreementassignment, the Seller shall does hereby deliver to, and release to deposit with, the Custodian those Mortgage Loan Documents as required by this Agreement Purchaser, the documents or instruments with respect to each Mortgage Loan included so transferred and assigned which are designated the "Mortgage Loan Documents" under the Servicing Agreement and which are listed on Exhibit C-1 to the Servicing Agreement (a "Mortgage File"). With respect to each Mortgage Note and Assignment endorsed in blank as of the Closing Date, within ninety (90) days of the Closing Date the Purchaser shall cause such endorsements to be completed in the related Mortgage Loan Package, a list of which is attached as Exhibit B hereto. On or prior following form: "Pay to the related order of Wachovia Bank, National Association, as Trustee, without recourse." Notwithstanding the foregoing, with respect to each Mortgage File, on the Closing Date, the Custodian shall have Purchaser will deliver to, and deposit with, the Trust Administrator, the Mortgage Note and will deliver the remaining contents of each Mortgage File within 60 days following the Closing Date. In instances where an original recorded Mortgage, power of attorney or any assumption, modification, consolidation or extension agreement cannot be delivered by the Purchaser to the Trustee within 60 days following the Closing Date, due to a delay in connection with the recording of such Mortgage, power of attorney or assumption, modification, consolidation or extension agreement, the Purchaser may, in lieu of delivering such original recorded Mortgage, power of attorney or assumption, modification, consolidation or extension agreement referred to in Exhibit C-1 to the Servicing Agreement, deliver or cause to be delivered to the Trust Administrator a copy thereof, provided that the Purchaser or the Originator certifies that the original Mortgage, power of attorney, assumption, modification, consolidation or extension agreement has been delivered for recordation. In instances where an original recorded Mortgage or power of attorney has been lost or misplaced, the Purchaser may deliver or cause to be delivered, in lieu of such Mortgage or power of attorney, a copy of such Mortgage or power of attorney bearing recordation information and certified its as true and correct by the office in which recordation thereof was made. In instances where an Assignment in recordable form cannot be delivered by the Purchaser to the Trust Administrator within 60 days following the Closing Date, due to a delay in connection with the recording of the Mortgage, the Purchaser may, in lieu of delivering the completed Assignment in recordable form referred to in clause (e) of Exhibit C-1 to the Servicing Agreement to the Trust Administrator, deliver or cause to be delivered such Assignment to the Trust Administrator completed except for recording information. In all such instances, the Purchaser will deliver or cause to be delivered the original recorded Mortgage or power of attorney and completed Assignment (if applicable) to the Trustee promptly upon receipt of such Mortgage or power of attorney. The Master Servicer shall enforce the obligations of the Originator under the Servicing Agreement to cause all Assignments referred to in clause (e) of Exhibit C-1 to the Servicing Agreement and, to the extent necessary, in clause (e) of Exhibit C-1 to the Servicing Agreement to be recorded. In the event that the Master Servicer has actual knowledge or has received written notice that any such Assignment is lost or returned unrecorded because of a defect therein, the Master Servicer shall cause the Originator to promptly have a substitute Assignment prepared or have such defect cured, as the case may be, and thereafter cause each such Assignment to be duly recorded. Notwithstanding the foregoing, for administrative convenience and facilitation of servicing and to reduce costs, the Assignments shall not be required to be submitted for recording (except with respect to any Mortgage Loans located in Florida and Maryland) unless such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided, however, the Master Servicer shall enforce the obligation of the Originator under the Servicing Agreement to submit each Assignment for recording, at the Originator's expense, upon a the Master Servicer gaining actual knowledge or written notice of the earliest to occur of: (i) direction by Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of an Event of Default under the Servicing Agreement, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Originator, (iv) the occurrence of a servicing transfer under the Servicing Agreement, (v) with respect to any one Assignment the occurrence of a foreclosure relating to the Mortgagor under the related Mortgage and (vi) on or after the 90th day on which the payment for such Mortgage Loan Documents required was due and payable and not received. Notwithstanding the foregoing, if the Originator fails to pay the cost of recording the Assignments, such expense will be delivered pursuant to the Custodial Agreement, as evidenced paid by the initial certification of Trust Administrator and the Custodian in the form annexed to the Custodial AgreementTrust Administrator shall be reimbursed for such expenses as Extraordinary Trust Fund Expenses. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from the Purchaser deliver or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears cause to be unrelated delivered to the Trustee promptly upon receipt thereof any other original documents constituting a part of a Mortgage Loans identified in the File received with respect to any Mortgage Loan Schedule (eachLoan, a “Material Defect”)including, the Seller shall cure such Material Defect (andbut not limited to, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan Document. The Seller shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) within one week of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week of its execution, and shall provide the Loan. All original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office documents relating to be a true and complete copy of the original within sixty (60) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any that are not delivered to the Trust Administrator are and shall be held by or on behalf of the Mortgage Loan Package to be purchased on any Closing Date to Seller, the Servicer, the Purchaser no later than or the date set forth Master Servicer, as the case may be, in trust for the related Purchase Price and Terms Agreementbenefit of the Trustee on behalf of the Certificateholders. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver any such original document is required pursuant to the Custodian the new Stock Certificatesterms of this Section to be a part of a Mortgage File, together with the related Stock Powers in blank. Such new Stock Certificates such document shall be subject delivered promptly to the related Pledge Instruments and Trust Administrator. Any such original document delivered to or held by the Purchaser that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be subject delivered promptly to all of the terms, covenants and conditions of this AgreementServicer.

Delivery of Mortgage Loan Documents. No later than In connection with such transfer and assignment, the date Seller does hereby deliver to, and deposit with, the Purchaser or the Purchaser's designee, the documents or instruments set forth in Section 2.01 of the Pooling and Servicing Agreement. In instances where an original recorded Mortgage or power of attorney cannot be delivered by the Seller to the Purchaser prior to or concurrently with the execution and delivery of this Agreement, due to a delay in connection with the recording of such Mortgage, the Seller may, (a) in lieu of delivering such original recorded Mortgage or power of attorney referred to in clause (ii) of Section 2.01 of the Pooling and Servicing Agreement, deliver to the Purchaser a copy thereof, provided that the Seller certifies that the original Mortgage has been delivered to a title insurance company for recordation after receipt of its policy of title insurance or binder therefor (which may be a certificate relating to a master policy of title insurance), and (b) in lieu of delivering the completed assignment in recordable form referred to in clause (iii) of Section 2.01 of the Pooling and Servicing Agreement to the Purchaser, deliver such assignment to the Purchaser completed except for recording information. In all such instances, the Seller will deliver the original recorded Mortgage and completed assignment (if applicable) to the Purchaser promptly upon receipt of such Mortgage. In instances where an original recorded Mortgage has been lost or misplaced, the Seller or the related Purchase Price title insurance company may deliver, in lieu of such Mortgage, a copy of such Mortgage bearing recordation information and Terms certified as true and correct by the office in which recordation thereof was made. In instances where the original or a copy of the title insurance policy referred to in clause (v) of Section 2.01 of the Pooling and Servicing Agreement (which may be a certificate relating to a master policy of title insurance) pertaining to the Mortgaged Property relating to a Mortgage Loan cannot be delivered by the Seller to the Purchaser prior to or concurrently with the execution and delivery of this Agreement because such policy is not yet available, the Seller may, in lieu of delivering the original or a copy of such title insurance, deliver to the Purchaser a binder with respect to such policy (which may be a certificate relating to a master policy of title insurance) and deliver the original or a copy of such policy (which may be a certificate relating to a master policy of title insurance) to the Purchaser within 270 days of the Closing Date. In instances where an original assumption, modification or buydown agreement cannot be delivered by the Seller to the Purchaser prior to or concurrently with the execution and delivery of this Agreement, the Seller shall may, in lieu of delivering the original of such agreement, deliver and release to a certified copy thereof. To the Custodian those Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan included in the related Mortgage Loan Package, a list of which is attached as Exhibit B hereto. On or prior to the related Closing Date, the Custodian shall have certified its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Dateextent not already recorded, the Seller shall release any interest that it has promptly (and in no event later than five Business Days following the Mortgage Loan Documents upon its receipt later of the Purchase Price for Closing Date and the Mortgage Loans. Within thirty (30) days date of receipt by the Seller of any notice from the Purchaser recording information for a Mortgage) submit or cause to be submitted for recording, at no expense to the Custodian trust fund, in the appropriate public office for real property records, each Assignment delivered to it pursuant to Section 2.01(iii) of the Pooling and Servicing Agreement. In the event that any such Assignment is lost or returned unrecorded because of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”)defect therein, the Seller shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such Material Defect (anddefect, in as the case may be, and thereafter cause each such eventAssignment to be duly recorded. Notwithstanding the foregoing, the Seller shall provide not cause to be recorded any Assignment which relates to a Mortgage Loan in any jurisdiction where the Purchaser with an Officer’s Certificate confirming that such cure has been effected)Rating Agencies do not require recordation in order to receive the ratings on the Certificates as the time of their initial issuance. If Notwithstanding the foregoing, the Seller does not so cure such Material Defectshall submit each Assignment for recording, it shallat no expense to the trust fund, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Master Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 of the Pooling and Servicing Agreement and (v) with respect to any one Assignment the occurrence of a foreclosure relating to the Mortgagor under the related Mortgage. With respect to a maximum of approximately 1.00% of the Original Mortgage Loans, by outstanding principal balance of the Original Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to in the Pooling and Servicing Agreement cannot be located, the obligations of the Seller to deliver such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss documents shall be deemed to be attributable satisfied upon delivery to the failure Purchaser of a photocopy of such Mortgage Note, if available, with a lost note affidavit. If any of the Seller original Mortgage Notes for which a lost note affidavit was delivered to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defectis subsequently located, such loss would not have been incurred. In addition original Mortgage Note shall be delivered to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan DocumentTrustee within three Business Days. The Seller shall forward deliver or cause to be delivered to the Custodian Purchaser promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) within one week of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week of its execution, and shall provide the Loan. All original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office documents relating to be a true and complete copy of the original within sixty (60) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date that are not delivered to the Purchaser no later than are and shall be held by or on behalf of the date set forth Seller in trust for the related Purchase Price and Terms Agreementbenefit of the Trustee on behalf of the Certificateholders. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver any such original document is required pursuant to the Custodian the new Stock Certificatesterms of this Section to be a part of a Mortgage File, together with the related Stock Powers in blank. Such new Stock Certificates such document shall be subject delivered promptly to the related Pledge Instruments and Purchaser. Any such original document delivered to or held by the Purchaser that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be subject delivered promptly to all of the terms, covenants and conditions of this AgreementSeller.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the The Seller shall deliver and release to the Custodian those Purchaser or the custodian appointed by the Purchaser the Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan included in the related Mortgage Loan Package, a list of which is attached as Exhibit B hereto. On or no later than four (4) Business Days prior to the related Closing DateDate or, upon the Custodian shall have certified its receipt request of all such the Purchaser, earlier, if necessary or desirable to facilitate a review. If the Seller cannot deliver the original recorded Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On on the related Closing Date, the Seller shall release shall, promptly upon receipt thereof and in any interest that it has in case not later than 120 days from the Closing Date, deliver such original recorded Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from to the Purchaser or the Custodian that any appointed custodian (unless the Seller is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office). If delivery is not completed within 120 days of the related Closing Date solely because such Mortgage Loan Documents is missing, does shall not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to have been returned by the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”)appropriate recording office, the Seller shall cure deliver such Material Defect (andMortgage Loan Documents to Purchaser, or the appointed custodian, within such time period as specified in a Seller’s Officer’s Certificate. In the event that documents have not been received by the date specified in the Seller’s Officer’s Certificate, a subsequent Seller’s Officer’s Certificate shall be delivered by such eventdate specified in the prior Seller’s Officer’s Certificate, stating a revised date for receipt of documentation. The Seller shall include with each Seller’s Officer’s Certificate a listing of all delayed recorded documents. The procedure shall be repeated until the documents have been received and delivered. The Seller shall use its best efforts to effect delivery of all delayed recorded documents within 180 days of the related Closing Date. If delivery of all Mortgage Loan Documents with respect to any Mortgage Loan is not completed within 360 days of the related Closing Date then, at Purchaser’s option, the Seller shall provide repurchase such Mortgage Loan in such manner set forth in Section 7.03. Any review by the Purchaser with an Officeror its designee of the Mortgage Files shall in no way alter or reduce the Seller’s Certificate confirming that such cure has been effected)obligations hereunder. If the Seller does not so cure such Material DefectPurchaser or its designee discovers any material defect with respect to any document constituting part of a Mortgage File, it the Purchaser shall, if or shall cause its designee to, give written specification of such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable defect to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, and the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated cure or improper repurchase such Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection accordance with any missing, mutilated or improper Mortgage Loan DocumentSection 7.03. The Seller shall forward to the Custodian Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) within one week of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week of its execution, execution and shall also provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty five (605) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for return from the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreementappropriate public recording office.

Delivery of Mortgage Loan Documents. No later than the date set forth The Seller or Servicer, as applicable, shall from time to time in the related Purchase Price and Terms Agreementconnection with each Closing Date, the Seller shall at least five (5) Business Days prior to such Closing Date, deliver and release to the Custodian those Mortgage Loan Documents as required by this Agreement set forth on Exhibit 13 hereto with respect to each Mortgage Loan included in to be purchased and sold on the related Closing Date and set forth on the related Mortgage Loan Package, Schedule delivered with such Mortgage Loan Documents. The Servicer shall provide to each of the Purchaser and the Custodian a notice containing a list of which is attached as Exhibit B heretoauthorized servicing officers (each, an "Authorized Representative") for the purpose of giving and receiving notices, requests and instructions and delivering certificates and documents in connection with this Agreement. On or prior Such notice shall contain the specimen signature for each Authorized Representative. From time to time, the Servicer may, by delivering to the related Closing Dateothers a revised notice, change the information previously given pursuant to this Section, but each of the parties hereto shall be entitled to rely conclusively on the then current notice until receipt of a superseding notice. The Custodian shall have certified certify its receipt of all such Mortgage Loan Documents required to be delivered pursuant to this Agreement for the Custodial Agreementrelated Closing Date, as evidenced by the initial certification Trust Receipt and Initial Certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser Servicer shall be responsible for maintaining the Custodial Agreement and shall pay all Agreement. The fees and expenses of the Custodian. On the related Closing Date, the Seller Custodian shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt be paid by the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan DocumentSeller. The Seller shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) this Agreement within one week two weeks of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week two weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty one hundred twenty (60120) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative SharesIf such document has not been received after such 120 day period, the Seller shall promptly deliver an officer's certificate to the Custodian Purchaser certifying that such failure was due solely to (i) the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all failure of the termsapplicable recorder's office to return such document sent for recording or (ii) the failure of the title insurer to issue and deliver the original mortgagee title policy; provided that in any event, covenants and conditions Seller shall cause such document to be delivered to Purchaser within six months of this Agreementits submission for recordation or at the Purchaser's option, Seller shall repurchase such Mortgage Loan from the Purchaser within two (2) Business Days of request at the Repurchase Price.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the The Seller shall deliver and release to the Custodian no later than ten (10) Business Days prior to the related Closing Date those Mortgage Loan Documents set forth on Exhibit A-1 hereto as required by this the Custodial Agreement with respect to each Mortgage Loan included in set forth on the related Mortgage Loan Package, a list of which is attached as Exhibit B heretoSchedule. On or prior to the related Closing Date, the The Custodian shall have certified certify its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial AgreementAgreement for the related Closing Date, as evidenced by the initial certification Initial Certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser Seller shall be responsible for maintaining comply with the terms of the Custodial Agreement and the Purchaser shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan Document. The Seller shall or shall cause the Interim Servicer to forward to the Custodian Custodian, or to such other Person as the Purchaser shall designate in writing, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) this Agreement within one week two weeks of their execution, provided, however, that the Seller shall provide the Custodian Custodian, or to such other Person as the Purchaser shall designate in writing, with a certified true copy of any such document submitted for recordation within one week two weeks of its execution, and shall promptly provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty two (602) days weeks following receipt of its submission for recordation. The Seller the original document by the Interim Servicer; provided, however, that such original recorded document or certified copy thereof shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date delivered to the Purchaser no later than 180 days following the date set forth related Closing Date, unless there has been a delay at the applicable recording office. If the original or copy of any document submitted for recordation to the appropriate public recording office is not delivered to the Purchaser or its designee within 180 days following the related Closing Date, the related Mortgage Loan shall, upon the request of the Purchaser, be repurchased by the Seller at the price and in the related Purchase Price and Terms Agreementmanner specified in Subsection 9.03. In The foregoing repurchase obligation shall not apply if the event Seller cannot cause the Interim Servicer to deliver such original or copy of any document submitted for recordation to the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, (i) the Seller shall promptly instead deliver a recording receipt of such recording office or, if such recording receipt is not available, an officer’s certificate of a servicing officer of the Seller, confirming that such document has been accepted for recording, and (ii) such document is delivered within twelve (12) months of the related Closing Date. The Seller shall pay all initial recording fees, if any, for the Assignments of Mortgage and any other fees or costs in transferring all original documents to the Custodian or, upon written request of the new Stock CertificatesPurchaser, together with to the related Stock Powers in blankPurchaser or the Purchaser’s designee. Such new Stock Certificates The Purchaser or the Purchaser’s designee shall be subject to responsible for recording the related Pledge Instruments Assignments of Mortgage and shall be subject reimbursed by the Seller for the costs associated therewith pursuant to all of the terms, covenants and conditions of this Agreementpreceding sentence.

Delivery of Mortgage Loan Documents. No Seller shall, at least five (5) Business Days prior to the related Closing Date (or such later than the date as Purchaser may reasonably request or as otherwise set forth in the related Purchase Price and Terms AgreementCommitment Letter), the Seller shall deliver deliver, at Seller's expense, and release to Purchaser, or its designee, the Custodian those Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan included in Loan. To the related Mortgage Loan Packageextent received by it, a list of which is attached as Exhibit B hereto. On or prior to the related Closing Date, the Custodian shall have certified its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan Document. The Seller shall forward to Purchaser, or its designee, the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) within one week of their execution, Documents; provided, however, that the Seller shall provide the Custodian Purchaser, or its designee, with a certified true copy of any such document submitted for recordation within one week of its executionrecordation, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty following receipt of the original document by Seller; provided, further, that such original recorded document or certified copy thereof shall be delivered to Purchaser no later than one hundred eighty (60180) days following the related Closing Date, unless there has been a delay at the applicable recording office and Seller has provided evidence of its submission for recordationsuch delay. The Seller shall deliver a final make an image of the related Mortgage Loan Schedule File available to Purchaser for examination at Seller's offices or such other location as shall otherwise be agreed upon by Purchaser and Seller. Such examination may be made by Purchaser or its designee at any reasonable time prior to the Mortgage Loans included in related Closing Date. Purchaser may, at its option and without notice to Seller, purchase any Mortgage Loan Package without conducting any partial or complete examination. The fact that Purchaser has conducted or has determined not to be purchased conduct any partial or complete examination of the Mortgage Files shall not affect Purchaser's rights to demand repurchase or other relief or remedy provided for in this Agreement. Subject to any letter agreement executed between Seller and Purchaser on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Sharesdocumentation which the parties agree is missing, if otherwise identified by Purchaser with respect to a Mortgage Loan for which the Mortgage File is missing documentation as required by the Underwriting Guidelines, Seller shall promptly deliver agrees to procure such documentation within thirty (30) days following Purchaser's notice to Seller that the Custodian the new Stock Certificatesdocumentation is missing and if Seller cannot provide such documentation Seller shall, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject at Purchaser's option, repurchase or substitute such Mortgage Loan pursuant to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this AgreementSection 6.03.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the The Seller shall deliver and release to the Custodian those no later than five (5) Business Days prior to the related Closing Date the Mortgage Loan Documents as required by this Agreement Files with respect to each Mortgage Loan included in the related Mortgage Loan Package, a list of which is attached as Exhibit B hereto. On or prior to the related Closing Date, the The Custodian shall have certified certify its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial AgreementAgreement for the related Closing Date, as evidenced by the initial certification Initial Certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser Seller shall be responsible for maintaining comply with the terms of the Custodial Agreement and the Purchaser shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt charged by the Seller of any notice from Custodian associated with the Purchaser or the Custodian that any initial inventory and maintenance of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan DocumentDocuments. The Seller shall forward to the Custodian Custodian, or to such other Person as the Purchaser shall designate in writing, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) this Agreement within one week two weeks of their execution, provided, however, that the Seller shall provide the Custodian Custodian, or to such other Person as the Purchaser shall designate in writing, with a certified true copy of any such document submitted for recordation within one week two weeks of its execution, and shall promptly provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty (60) 180 days of the related Closing Date. In the event any document required to be delivered to the Custodian pursuant to the preceding paragraph, including an original or copy of any document submitted for recordation to the appropriate public recording office, is not so delivered to the Custodian, or to such other Person as the Purchaser shall designate in writing, within 180 days following the related Closing Date (other than with respect to the Assignments of Mortgage which shall be delivered to the Custodian in blank on or prior to the related Closing Date and recorded subsequently by the Purchaser or its submission designee), and in the event that the Seller does not cure such failure within 30 days of discovery or receipt of written notification of such failure from the Purchaser, the related Mortgage Loan shall, upon the request of the Purchaser, be repurchased by the Seller at the price and in the manner specified in Subsection 9.04. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recordationrecordation to the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction, provided that (i) the Seller shall deliver a recording receipt of such recording office or, if such recording receipt is not available, an Officer's Certificate of a servicing officer of the Seller, confirming that such documents have been accepted for recording (upon request of the Purchaser and delivery by the Purchaser to the Seller of a schedule of the related Mortgage Loans, the Seller shall reissue and deliver to the Purchaser or its designee said Officer's Certificate relating to the related Mortgage Loans), and (ii) such document is delivered within twelve (12) months of the related Closing Date. The Seller shall deliver a final Mortgage Loan Schedule pay all initial recording fees, if any, for the Mortgage Loans included assignments of mortgage and any other fees or costs in any Mortgage Loan Package transferring all original documents to be purchased on any Closing Date the Custodian or, upon written request of the Purchaser, to the Purchaser no later than or the date set forth in Purchaser's designee. The Purchaser or the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates Purchaser's designee shall be subject to responsible for recording the related Pledge Instruments Assignments of Mortgage and shall be subject reimbursed by the Seller for the costs associated therewith pursuant to all of the terms, covenants and conditions of this Agreementpreceding sentence.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Pursuant to this Agreement, the Seller shall provide, or cause to be provided, in connection with each Closing Date, at least five (5) Business Days prior to such Closing Date or a mutually acceptable time prior to the Closing Date, deliver and release to the Custodian Purchaser those Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan included in to be purchased and sold on the related Closing Date and set forth on the related Mortgage Loan Package, Schedule delivered with such Mortgage Loan Documents. If required pursuant to a list of which is attached as Exhibit B hereto. On or prior to the related Closing DatePurchase Price and Terms Letter Agreement, the Custodian Purchaser shall have certified certify its receipt of all such Mortgage Loan Documents required to be delivered pursuant to this Agreement for the Custodial Agreementrelated Closing Date. With respect to each Mortgage Loan, as evidenced by the initial certification Seller shall deliver the Mortgage and, if applicable, the intervening Assignment of Mortgage and title insurance policy to be delivered to Purchaser if they have not yet been returned from the Custodian applicable recording office or title insurer. Seller shall use reasonable efforts to obtain such documents on a timely basis. Promptly upon receipt thereof, and in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On any case not later than 180 days from the related Closing Date, Seller shall deliver such original documents to the Purchaser (unless Seller is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office). In any instance in which the Seller fails to deliver an original recorded document to the Purchaser within the one hundred eighty (180) day period, the Purchaser may attempt to obtain the document from the relevant public office. The Seller shall release reimburse the Purchaser for its reasonable expenses incurred in attempting to obtain such documents, up to $150 per Mortgage Loan. The Seller can prevent or delay such actions by the Purchaser, on a loan-by-loan basis, by providing Purchaser with a signed certification from the Seller indicating required documents have been delivered to appropriate recording offices, and the stated recording office has caused the delay (as indicated in Exhibit 5). Seller is required to notify Purchaser of such certification on or before the 181st day after the related Closing Date. Notwithstanding the foregoing, any interest that it has delay of any actions by the Purchaser pursuant to this Section 6.03 following the 270th day after the related Closing Date shall be in the Mortgage Loan Documents upon its receipt sole discretion of the Purchase Price for Purchaser. In any event, if the Mortgage Loans. Within thirty (30) days Purchaser’s failure to receive an original or court certified true copy of receipt the original recorded mortgage, deed of trust, security instrument, assignment or other documents required to be recorded under this Agreement, or an original title policy as required by this Agreement, and such failure results in the Purchaser incurring a direct out of pocket loss, the Purchaser may, at its option, require the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related affected Mortgage Loan at the Repurchase or Make Whole Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by If the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligationpurchases a Mortgage Loan having relied on a marked-up title insurance binder or title certificate rather than a title insurance policy, the Seller shall indemnify have ninety (90) days after the related Closing Date to deliver to the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgmentsthe original title insurance policy (free from deficiencies, and other costs and expenses resulting from any missinginclusive of all required endorsements) with original signatures or computer generated signature deemed original by the issuing title company. Seller shall, mutilated or improper at its own expense, (i) prepare an individual Assignment of Mortgage for each Mortgage Loan Documentnot originated on MERS to Purchaser in a form acceptable under state or federal law and FNMA requirements, or and satisfactory to Purchaser, and (ii) initiate an electronic transmission to MERS designating the Purchaser as the Investor, the Custodian as custodian, and no Person shall be listed as Interim Funder with respect to any claimMortgage Loan registered with MERS as of the Closing Date. In addition, demand, defense or assertion based on or grounded uponprior to the related Closing Date, or resulting therefrom, as well as for any expenses reasonably incurred by Seller shall provide the Custodian and the Purchaser in enforcing its remedies hereunder in connection with any missinga MERS Report listing the Purchaser as the Investor, mutilated or improper the Custodian as custodian and no Person listed as Interim Funder with respect to each MERS Designated Mortgage Loan DocumentLoan. The Seller To the extent received by it, the Servicer shall forward to the Custodian Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(athis Agreement within two (2) and 4(w) within one week of weeks after their execution, ; provided, however, that the Seller Servicer shall provide the Custodian Purchaser, or its designee, with a copy, certified by the Servicer as a true copy copy, of any such document submitted for recordation within one week of two (2) weeks after its execution, and shall promptly provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty two (602) days weeks following receipt of its submission for recordation. The Seller the original document by the Servicer; provided, however, that such original recorded document or certified copy thereof shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date delivered to the Purchaser no later than 180 days following the date related Closing Date, unless there has been a delay at the applicable recording office. All final documentation required to be delivered by this Subsection 6.03 shall be delivered genuine and free from deficiencies in accordance with the FNMA Guide and FHLMC guidelines. All deficiencies which the Purchaser gives notice of to the Seller are to be cured by Seller at Seller’s expense within the set time period set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreement.

Delivery of Mortgage Loan Documents. No later than Pursuant to the date set forth in the related Purchase Price and Terms Custodial Agreement, on the Seller Business Day prior to the Closing Date, CHL shall deliver and release to the Custodian those Mortgage Loan Documents as required by this the Custodial Agreement with respect to each Mortgage Loan included set forth on the Mortgage Loan Schedule. In addition, in connection with the assignment of any MERS Mortgage Loan, CHL agrees that it will cause, at CHL’s expense, the MERS System to indicate that such Mortgage Loans have been assigned by CHL to the Purchaser in accordance with this Agreement by including (or deleting, in the related case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files the information required by the MERS System to identify the Purchaser and the series in which such Mortgage Loans were sold. CHL further agrees that it will not alter the codes referenced in this paragraph with respect to any Mortgage Loan Package, a list during the term of which this Agreement unless and until such Mortgage Loan is attached as Exhibit B heretorepurchased in accordance with the terms of this Agreement. On or prior If pursuant to the related Closing Dateforegoing provisions CHL repurchases a Mortgage Loan that is a MERS Mortgage Loan, CHL shall either (i) cause MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to CHL and shall cause such Mortgage to be removed from registration on the MERS System in accordance with MERS’ rules and regulations or (ii) cause MERS to designate on the MERS System CHL or its designee as the beneficial holder of such Mortgage Loan. The Custodian shall have certified certify its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial AgreementAgreement for the Closing Date, as evidenced by the initial certification Initial Certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan Document. The Seller CHL shall forward by personal delivery, recognized overnight delivery service or registered or certified first class mail, postage prepaid, return receipt requested to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(athis Agreement within two (2) and 4(w) within one week weeks of their execution, provided, however, that the Seller CHL shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week two (2) weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty (60) days promptly upon receipt of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included same, but in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no event later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreementeighteen (18) months after such document was submitted for recording.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms AgreementWith respect to each Mortgage Loan, the Seller shall deliver and release to the Custodian those Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan included in the related Mortgage Loan PackagePurchaser, or its designee, under a list of which is attached as Exhibit B hereto. On bailee or custodial agreement, (a) five (5) Business Days prior to the related Closing DateDate (or such later date as the Purchaser may reasonably request), the Custodian shall have certified its receipt original Mortgage Note endorsed in blank and the original Assignment of all such Mortgage assigned in blank and (b) the other Mortgage Loan Documents required to within a reasonable time following the related Closing Date; provided, however, that all original documents or, in the case of Mortgage Loan Documents delivered for recording, either the original recorded documentation or clerk-certified copies thereof shall be delivered pursuant to the Custodial AgreementPurchaser, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On or its designee, no later than one (1) year following the related Closing Date, subject to the following paragraph. In the event that the Seller fails to deliver such original or copy of any Mortgage Loan Document (except for the applicable Mortgage Note or related lost note affidavit) lost note affidavits shall not exceed 2% of the total number of Mortgage Loans in any Mortgage Loan Package), to the extent not set forth on the related bailee or custodial certification described in Section 8(c), which Mortgage Note or lost note affidavit must be delivered on or prior to the Closing Date) to the Purchaser or its designee within one (1) year following the related Closing Date, and in the event that the Seller does not cure such failure within sixty (60) days after receipt of written notification of such failure from the Purchaser, the related Mortgage Loan shall, upon the request of the Purchaser, be repurchased by the Seller at a price and in the manner specified in Subsection 7.03. The foregoing repurchase obligation shall not apply in the event the Seller cannot cause the Servicer to deliver such original or clerk-certified copy of any document submitted for recordation to the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided that the Seller shall release any interest that it has in cause the Mortgage Loan Documents upon its Servicer instead to deliver a recording receipt of such recording office or, if such recording receipt is not available, an Officer’s Certificate of a servicing officer of the Purchase Price Servicer, confirming that such document has been accepted for recording and that the Mortgage Loans. Within thirty (30) days of receipt by Servicer shall immediately deliver such document upon receipt; and, provided further, that if the Seller cannot cause the Servicer to deliver such original or clerk-certified copy of any notice document submitted for recordation to the appropriate public recording office within the specified time for any reason within one (1) year after receipt of written notification of such failure from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”)Purchaser, the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Priceprice and in the manner specified in Subsection 7.03. A loss shall be deemed to be attributable Notwithstanding the foregoing, to the failure of the Seller to cure a Material Defect if, as determined by extent that the Purchaser acting or its designee certifies as to any document as being delivered to it pursuant to any bailee or custodial agreement delivered in good faith, absent connection with this Agreement in a non-defective state and such Material Defect, such loss would not have been incurred. In addition to such repurchase obligationdocument subsequently becomes missing or defective, the Seller shall indemnify not be obligated to repurchase the related Mortgage Loan by reason of such missing or defective document, to redeliver such document to the Purchaser and hold it harmless against or its designee or to correct any lossessuch defect. To the extent received by it, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan Document. The Seller Servicer shall promptly forward to the Custodian Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with this Agreement. Within ninety (90) days after the Section 4(arelated Closing Date, the Seller shall, or shall cause the Servicer to, with respect to the Non-Conventional Mortgage Loans, deliver to the Purchaser or its designee the original MIC or LGC, or an Officer’s Certificate, which shall (i) and 4(w) within one week of their execution, provided, however, state that the Seller shall provide MIC or LGC has not been delivered to the Custodian with Purchaser or its designee due solely to a certified true copy of any such document submitted for recordation within one week of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified delay by the appropriate public recording office insuring agency, (ii) state the amount of time generally required by the insuring agency to process the MIC or LGC and (iii) specify the date the MIC or LGC will be a true and complete copy of delivered to the original within sixty (60) days of Purchaser or its submission for recordationdesignee. The Seller shall be required to deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date MIC or LGC to the Purchaser no later than or its designee by the date set forth specified in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreementclause (iii) above.

Delivery of Mortgage Loan Documents. No later than On the date set forth in the related Purchase Price and Terms AgreementBusiness Day prior to each Closing Date, the Seller shall deliver and release to the Custodian those Purchaser the Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan included in set forth on the related Mortgage Loan PackageSchedule. In addition, in connection with the assignment of any MERS Mortgage Loan, the Seller agrees that it will cause, at the Seller’s expense, the MERS System to indicate that such Mortgage Loans have been assigned by the Seller to the Purchaser in accordance with this Agreement (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) by including in such computer files the information required by the MERS System to identify the Purchaser and the series in which such Mortgage Loans were sold. The Seller further agrees that it will not alter the codes referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement. If pursuant to the foregoing provisions the Seller repurchases a list Mortgage Loan that is a MERS Mortgage Loan, the Seller shall either (i) cause MERS to execute and deliver an Assignment of which is Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS System in accordance with MERS’ rules and regulations or (ii) cause MERS to designate on the MERS System the Seller or its designee as the beneficial holder of such Mortgage Loan. In the event that any of the documents listed in paragraph 3 to 7, inclusive, of Exhibit 5 attached as Exhibit B hereto. On hereto have not been delivered and released to the Purchaser or prior its designee (the "Missing Documents") by the Closing Date, then the Seller shall use its best efforts to deliver the recordable Missing Documents to the Purchaser or its designee within one hundred and eighty (180) days following the related Closing Date and non-recordable Missing Documents within ninety (90) days of the related Closing Date, . After the Custodian shall have certified its receipt of all such Mortgage Loan Seller concludes that it will not be able to deliver the Missing Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by Purchaser or its designee due to (i) the initial certification failure of the Custodian in applicable recorder’s office to return a Missing Document that was sent for recording or (ii) the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses failure of the Custodian. On title insurer to issue and deliver the original mortgagee title policy, except where such refusal to issue the policy is based on a claim that the title insurer is under no obligation to issue such policy, but in no event later than three hundred and sixty (360) days following the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Date for Missing Documents upon its receipt (unless an extension of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt time is consented to by the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on in its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”reasonable discretion), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide notify the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If and upon written request from the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase Purchaser the related Mortgage Loan shall be repurchased by the Seller at the Repurchase Price. A loss shall be deemed to be attributable to price and in the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting manner specified in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan DocumentSubsection 7.03. The Seller shall forward by personal delivery, recognized overnight delivery service or registered or certified first class mail, postage prepaid, return receipt requested to the Custodian Purchaser original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(athis Agreement within two (2) and 4(w) within one week weeks of their execution, provided, however, that the Seller shall provide the Custodian Purchaser with a certified true copy of any such document submitted for recordation within one week two (2) weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty promptly upon receipt of same, but in no event later than one hundred eighty (60180) days of its submission after such document was submitted for recordation. The Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreementrecording.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the The Seller shall deliver and release to the Custodian no later than two (2) Business Days prior to the related Closing Date those Mortgage Loan Documents set forth on Exhibit A-1 hereto as required by this the Custodial Agreement with respect to each Mortgage Loan included in set forth on the related Mortgage Loan Package, a list of which is attached as Exhibit B heretoSchedule. On or prior to the related Closing Date, the The Custodian shall have certified certify its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial AgreementAgreement for the related Closing Date, as evidenced by the initial certification Initial Certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan Document. The Seller shall or shall cause the Interim Servicer to forward to the Custodian Custodian, or to such other Person as the Purchaser shall designate in writing, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) this Agreement within one week two weeks of their execution, provided, however, that the Seller shall provide the Custodian Custodian, or to such other Person as the Purchaser shall designate in writing, with a certified true copy of any such document submitted for recordation within one week two weeks of its execution, and shall promptly provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty two (602) days weeks following receipt of its submission for recordation. The Seller the original document by the Interim Servicer; provided, however, that such original recorded document or certified copy thereof shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date delivered to the Purchaser no later than 180 days following the date set forth related Closing Date, unless there has been a delay at the applicable recording office. If the original or copy of any document submitted for recordation to the appropriate public recording office is not delivered to the Purchaser or its designee within 180 days following the related Closing Date, the related Mortgage Loan shall, upon the request of the Purchaser, be repurchased by the Seller at the price and in the related Purchase Price and Terms Agreementmanner specified in Subsection 9.03. In The foregoing repurchase obligation shall not apply if the event Seller cannot cause the Interim Servicer to deliver such original or copy of any document submitted for recordation to the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, (i) the Seller shall promptly instead deliver a recording receipt of such recording office or, if such recording receipt is not available, an officer’s certificate of a servicing officer of the Seller, confirming that such document has been accepted for recording, and (ii) such document is delivered within twelve (12) months of the related Closing Date. The Seller shall pay all initial recording fees, if any, for the Assignments of Mortgage and any other fees or costs in transferring all original documents to the Custodian or, upon written request of the new Stock CertificatesPurchaser, together with to the related Stock Powers in blankPurchaser or the Purchaser’s designee. Such new Stock Certificates The Purchaser or the Purchaser’s designee shall be subject to responsible for recording the related Pledge Instruments Assignments of Mortgage and shall be subject reimbursed by the Seller for the costs associated therewith pursuant to all of the terms, covenants and conditions of this Agreementpreceding sentence.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the Seller shall deliver and release to Purchaser’s custodian the Custodian those Mortgage Loan Documents as required by this Agreement with respect to Exhibit H hereto for each Mortgage Loan included in the related Mortgage Loan Package, a list of which is attached as Exhibit B hereto. On or no later than four (4) Business Days prior to the related Closing Date, Date under the Custodian shall have certified its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the initial certification of the Custodian bailee agreement in the form annexed to the Custodial Agreementof Exhibit M attached hereto. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan Document. The Seller shall forward to the Custodian Purchaser or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(athis Agreement within two (2) and 4(w) within one week weeks of their execution, ; provided, however, that the Seller shall provide the Custodian Purchaser or its designee, with a certified true copy of any such document submitted for recordation within one week two (2) weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty (60) 270 days of its submission for recordation. The In the event Seller cannot deliver the original of such documents submitted for recording due to a delay by the recording office in the applicable jurisdiction, Seller shall instead deliver a recording receipt of such recording office or, if such recording receipt is not available, an Officer’s Certificate from Seller confirming that such documents have been accepted for recording. Any such document shall be delivered to Purchaser or its designee promptly upon receipt thereof from the related recording office. From time to time Servicer shall have the right to request from the custodian appointed by the Purchaser, as soon as practicable following receipt of a written request from Servicer and at no expense to Servicer, any Mortgage Loan Document needed by Servicer in connection with the servicing of a Mortgage Loan. Servicer’s request for the release of a Mortgage Loan Document shall specify in reasonable detail the reason for Servicer’s request. During the time that any such Mortgage Loan Document is in the possession of Servicer, such possession shall be deemed to be in trust for the benefit of Purchaser and Servicer shall promptly return to Purchaser or its designee any Mortgage Loan Document so released when Servicer’s need for such Mortgage Loan Document no longer exists. Purchaser shall indemnify and hold Seller harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that Servicer may sustain in connection with any third party claim in any way related to Purchaser’s or its custodian’s failure to release, in a timely manner, the Mortgage Loan Documents requested by Servicer. Purchaser shall pay all costs, fees and expenses in connection with the possession of the Mortgage Loan Documents. Purchaser shall provide Seller with written notice at least fifteen (15) days prior to any transfer of the Mortgage Loan Documents. If Seller cannot deliver the original recorded Mortgage Loan Documents on the related Closing Date, Seller shall, promptly upon receipt thereof and in any case not later than 120 days from the Closing Date, deliver such original recorded documents to the Purchaser or its designee (unless Seller is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office). If delivery is not completed within 120 days of the related Closing Date solely because such documents shall not have been returned by the appropriate recording office, Seller shall deliver such document to Purchaser, or its designee, within such time period as specified in a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms AgreementSeller’s Officer’s Certificate. In the event that newdocuments have not been received by the date specified in the Seller’s Officer’s Certificate, replacementa subsequent Seller’s Officer’s Certificate shall be delivered by such date specified in the prior Seller’s Officer’s Certificate, substitute stating a revised date for receipt of documentation. The procedure shall be repeated until the documents have been received and delivered. The Seller shall use its best efforts to effect delivery of all delayed recorded documents within 180 days of the related Closing Date. Any review by the Purchaser or additional Stock Certificates are issued its designee of the Mortgage Files shall in no way alter or reduce the Seller’s obligations hereunder. If the Purchaser or its designee discovers any defect that is a breach of a representation or warranty contained in Section 6.01 or Section 6.02 herein with respect to existing Cooperative Sharesany document constituting part of a Mortgage File, the Purchaser shall, or shall cause its designee to, give written specification of such defect to the Seller and the Seller shall promptly deliver to cure or repurchase such Mortgage Loan in the Custodian the new Stock Certificates, together with the related Stock Powers manner set forth in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this AgreementSection 6.03.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the The Seller shall deliver and release to the Purchaser’s Custodian those Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan included in the related Mortgage Loan Package, a list of which is attached as Exhibit B hereto. On or prior to the related Closing Date, the Custodian shall have certified its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents on the Closing Date upon its receipt of the Purchase Price Price. If the Seller cannot deliver the original recorded Mortgage Loan Documents on the Closing Date, the Seller shall, promptly upon receipt thereof and in any case not later than 120 days from the Closing Date, deliver such original recorded Mortgage Loan Documents to the Purchaser or the Custodian (unless the Seller is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office). If delivery is not completed within 120 days of the Closing Date solely because such Mortgage Loan Documents shall not have been returned by the appropriate recording office, the Seller shall deliver such Mortgage Loan Documents to Purchaser, or the Custodian, within such time period as specified in a Seller’s Officer’s Certificate. In the event that documents have not been received by the date specified in the Seller’s Officer’s Certificate, a subsequent Seller’s Officer’s Certificate shall be delivered by such date specified in the prior Seller’s Officer’s Certificate, stating a revised date for receipt of documentation. The Seller shall include with each Seller’s Officer’s Certificate a listing of all delayed recorded documents. The procedure shall be repeated until the documents have been received and delivered. The Seller shall use commercially reasonable efforts to effect delivery of all delayed recorded documents within 180 days of the Closing Date. Seller must deliver to Purchaser all Mortgage LoansLoan Documents with respect to any Mortgage Loan within 360 days of the Closing Date (the “Delivery Date”). Within If Purchaser does not receive the missing Mortgage Loan Documents by the Delivery Date, Purchaser shall notify the Seller in writing thereof and provide a thirty (30) days cure period from the date of receipt the written notice. If Seller is not able to deliver the missing Mortgage Loan Documents by the end of the cure period, at Purchaser’s option, Seller of any notice from shall repurchase the Mortgage Loans for which there are missing Mortgage Loan Documents pursuant to Section 7.03. Any review by the Purchaser or the Custodian that any its designee of the Mortgage Files shall in no way alter or reduce the Seller’s obligations hereunder. If the Purchaser or its designee discovers any material defect which materially and adversely affects the value of the related Mortgage Loan Documents is missingwith respect to any document constituting part of a Mortgage File for such Mortgage Loan, does not appear regular on the Purchaser shall, or shall cause its face (i.e.designee to, is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated give written specification of such material defect to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), Seller and the Seller shall cure or repurchase such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection accordance with any missing, mutilated or improper Mortgage Loan DocumentSection 7.03. The Seller shall forward to the Custodian Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(awithin seven (7) and 4(w) within one week business days of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week of its execution, execution and shall also provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty ten (6010) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for return from the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreementappropriate public recording office.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the The Seller shall deliver and release to the Custodian those Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan included in the related Mortgage Loan Package, a list of which is attached as Exhibit B hereto. On or no later than three (3) Business Days prior to the related Closing Date, Date the documents and instruments in the Mortgage File for each Mortgage Loan. The Custodian shall have certified certify its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial AgreementAgreement for the Closing Date, as evidenced by the initial certification and trust receipt of the Custodian in the form annexed to the Custodial Agreement. The Purchaser Seller shall be responsible for maintaining comply with the terms of the Custodial Agreement and the Purchaser shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt charged by the Seller of any notice from Custodian associated with the Purchaser or the Custodian that any initial inventory and maintenance of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan DocumentDocuments. The Seller shall forward to the Custodian Custodian, or to such other Person as the Purchaser shall designate in writing, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) this Agreement within one week two weeks of their execution, provided, however, that the Seller shall provide the Custodian Custodian, or to such other Person as the Purchaser shall designate in writing, with a certified true copy of any such document submitted for recordation within one week two weeks of its execution, and shall promptly provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty (60) 180 days of the Closing Date. In the event any document required to be delivered to the Custodian pursuant to the preceding paragraph, including an original or copy of any document submitted for recordation to the appropriate public recording office, is not so delivered to the Custodian, or to such other Person as the Purchaser shall designate in writing, within 180 days following the Closing Date (other than with respect to the Assignments of Mortgage which shall be delivered to the Custodian in blank on or prior to the Closing Date and recorded subsequently by the Purchaser or its submission designee), and in the event that the Seller does not cure such failure within 30 days of discovery or receipt of written notification of such failure from the Purchaser, the related Mortgage Loan shall, upon the request of the Purchaser, be repurchased by the Seller at the price and in the manner specified in Subsection 9.04. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recordationrecordation to the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction, provided that (i) the Seller shall deliver a recording receipt of such recording office or, if such recording receipt is not available, an Officer's Certificate of a servicing officer of the Seller, confirming that such documents have been accepted for recording (upon request of the Purchaser and delivery by the Purchaser to the Seller of a schedule of the related Mortgage Loans, the Seller shall reissue and deliver to the Purchaser or its designee said Officer's Certificate relating to the related Mortgage Loans), and (ii) such document is delivered within twelve (12) months of the Closing Date. The Seller shall deliver a final Mortgage Loan Schedule pay all initial recording fees, if any, for the Mortgage Loans included assignments of mortgage and any other fees or costs in any Mortgage Loan Package transferring all original documents to be purchased on any Closing Date the Custodian or, upon written request of the Purchaser, to the Purchaser no later than or the date set forth in Purchaser's designee. The Purchaser or the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates Purchaser's designee shall be subject to responsible for recording the related Pledge Instruments Assignments of Mortgage and shall be subject reimbursed by the Seller for the costs associated therewith pursuant to all of the terms, covenants and conditions of this Agreementpreceding sentence.

Delivery of Mortgage Loan Documents. No later than the date set forth in On each Closing Date with respect to each Mortgage Loan comprising the related Purchase Price and Terms AgreementLoan Package, the Seller shall deliver and release have delivered to the Custodian those Mortgage Loan Documents as required by contained in the Custodial Mortgage File pursuant to this Agreement with respect to each Mortgage Loan included Loan. In addition, in connection with the assignment of any MERS Mortgage Loan, the Seller agrees that it will cause, at its own expense, the MERS System to indicate that the related Mortgage Loan Package, a list of which is attached as Exhibit B hereto. On or prior Loans have been assigned by the Seller to the related Closing Date, Purchaser in accordance with this Agreement by entering in the MERS System the information required by the MERS System to identify the Purchaser as owner of such Mortgage Loans. The Seller further agrees that it will not alter the information referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement or unless otherwise directed by the Purchaser. The Custodian shall have certified certify its receipt of all such Mortgage Loan Documents in each Custodial Mortgage File required to be delivered pursuant to the Custodial this Agreement, as evidenced by the initial certification Initial Certification of the Custodian in the form forms annexed to the Custodial Agreement. The Purchaser shall will be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller The contents of each Retained Mortgage File and Servicing File are and shall release any interest that it has be held in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt trust by the Seller as servicer for the benefit of any notice from the Purchaser or as the Custodian that any owner thereof. The possession of each Retained Mortgage File and Servicing File by the Seller is at the will of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to Purchaser for the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase sole purpose of servicing the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable pursuant to the failure Servicing Agreement, and such retention and possession by the Seller is in a custodial capacity only. Upon the sale of the Mortgage Loans the ownership of each Mortgage Note, the related Mortgage and the related Custodial Mortgage File, Retained Mortgage File and Servicing File shall vest immediately in the Purchaser, and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller to cure a Material Defect if, as determined by the Purchaser acting shall vest immediately in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable shall be retained and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred maintained by the Purchaser Seller, in enforcing its remedies hereunder in connection with any missingtrust, mutilated or improper Mortgage Loan Document. The Seller shall forward to at the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) within one week of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy will of the original within sixty (60) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included Purchaser and only in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreementsuch custodial capacity.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the The Seller shall deliver and release to the Custodian no later than five (5) Business Days prior to the related Closing Date those Mortgage Loan Documents set forth on Exhibit A-1 hereto as required by this the Custodial Agreement with respect to each Mortgage Loan included in set forth on the related Mortgage Loan Package, a list of which is attached as Exhibit B heretoSchedule. On or prior to the related Closing Date, the The Custodian shall have certified certify its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial AgreementAgreement for the related Closing Date, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser Seller shall be responsible for maintaining comply with the terms of the Custodial Agreement and the Purchaser shall pay all fees and expenses of the Custodian. On In the event any document required to be delivered to the Custodian in the Custodial Agreement, including an original or copy of any document submitted for recordation to the appropriate public recording office, is not so delivered to the Custodian, or to such other Person as the Purchaser shall designate in writing, within 90 days following the related Closing Date (other than with respect to the Assignments of Mortgage which shall be delivered to the Custodian in blank and recorded subsequently by the Purchaser or its designee), and in the event that the Seller does not cure such failure within 30 days of discovery or receipt of written notification of such failure from the Purchaser, the related Mortgage Loan shall, upon the request of the Purchaser, be repurchased by the Seller at the price and in the manner specified in Section 3.03. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver an original document submitted for recordation to the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such recording receipt is not available, an officer's certificate of a servicing officer of the Seller, confirming that such documents have been accepted for recording; provided that, upon request of the Purchaser and delivery by the Purchaser to the Seller of a schedule of the related Mortgage Loans, the Seller shall reissue and deliver to the Purchaser or its designee said officer's certificate. Pursuant to Section 11.11, the Seller shall be responsible for recording the Assignments of Mortgage (or Form UCC-3's for Co-op Loans). The Seller shall pay all initial recording fees, for the Assignments of Mortgage (or Form UCC-3's for Co-op Loans) and any other fees in connection with the transfer of the Mortgage Loan Documents to the Custodian or, upon written request of the Purchaser, to the Purchaser or the Purchaser's designee. The Purchaser or the Purchaser's designee shall be responsible for recording the Assignments of Mortgage and shall be reimbursed by the Seller for the costs associated therewith pursuant to the preceding sentence. No later than five (5) days prior to the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt provide a copy of the Purchase Price commitment for title insurance to the Purchaser. If the Purchaser discovers any defect with respect to any document constituting part of a Mortgage Loans. Within thirty (30) days File, the Purchaser shall give written specification of receipt by such defect to the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), and the Seller shall cure or repurchase such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection accordance with any missing, mutilated or improper Mortgage Loan DocumentSection 3.03. The Seller Servicer shall forward to the Custodian Custodian, or to such other Person as the Purchaser shall designate in writing, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) 4.01 or 6.01 within one week of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week of its execution, execution and shall also provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty five (605) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for return from the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreementappropriate public recording office.

Delivery of Mortgage Loan Documents. No later than (a) Each Seller shall, or shall cause the date set forth party in possession of each Mortgage Loan File to, deliver pursuant to the related Purchase Price terms of a bailee letter mutually agreed to by the Sellers and Terms Agreementthe Purchaser, the Seller shall deliver and release to the Custodian those respective Mortgage Loan Documents as required by this Agreement with respect to for each Mortgage Loan included in the related Mortgage Loan Package, a list of which is attached as Exhibit B hereto. On to the related bailee on or prior to the related Closing Date, . In the Custodian shall have certified its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from the Purchaser or the Custodian event that any of the Mortgage Loan Documents is missing, does are not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated delivered pursuant to the Mortgage Loans identified in foregoing sentence and such delivery failure materially and adversely affects the value of the affected Mortgage Loan Schedule or Purchaser’s interest therein (each, a “Material DefectDelivery Failure”), the Seller shall cure deliver such Material Defect missing document(s) to the Purchaser within one hundred and twenty (and120) days after its receipt of a written request from the Purchaser to such effect; provided, that Purchaser shall not deliver any such written request after the date that occurs one hundred and thirty-five (135) days following the Closing Date. If any such missing Mortgage Loan Document is not delivered to Purchaser within the one hundred and twenty (120) day period specified in such eventthe foregoing sentence, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a lossat its sole discretion, either, (i) promptly repurchase the related affected Mortgage Loan at the Repurchase Price. A loss shall be deemed Price pursuant to be attributable and subject to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting provisions set forth in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated Section 3.04 or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan Document. The Seller shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a(ii) and 4(w) within one week of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty (60) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date reimburse to the Purchaser an amount equal to the mutually agreed to reduction in value of the affected Mortgage Loan based upon the Delivery Failure, which in no later than event shall exceed the date set forth in lesser of (x) the applicable Repurchase Price and (y) the related Purchase Price and Terms AgreementPrice. In the event that newthe applicable Seller elects the option described in clause (ii) in the immediately preceding sentence, replacement, substitute or additional Stock Certificates are issued the Seller and the Purchaser shall promptly negotiate in good faith to reach a mutual agreement with respect to existing Cooperative Sharesthe applicable reimbursement amount; provided, that if Purchaser and the applicable Seller are unable to mutually agree upon a permanent reduction in value of the affected Mortgage Loan caused by the Delivery Failure of such Mortgage Loan Document within the one hundred and twenty (120) day period specified in the foregoing sentence, then the applicable Seller shall promptly deliver (i) repurchase the affected Mortgage Loan at the applicable Repurchase Price pursuant to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be and subject to the related Pledge Instruments and shall be subject provisions set forth in Section 3.04 or (ii) refer the issue to all arbitration pursuant to the provisions set for in Section 3.05(i). For the avoidance of doubt, the terms, covenants and conditions terms of this Agreement.Section 2.04 only apply to Mortgage Loan Documents related to a Mortgage Loan if such Mortgage Loan Documents are both (x) of a type described in Exhibit D and (y) identified on the Document Inventory Report or Exhibit K for such Mortgage Loan. The terms of this Section 2.04 do not apply to any Mortgage Loan Document identified as missing on Exhibit G.

Delivery of Mortgage Loan Documents. No later than Pursuant to the date set forth in the related Purchase Price and Terms Custodial Agreement, the Seller Company shall deliver and release to the Custodian no later than three (3) Business Days prior to the related Closing Date those Mortgage Loan Documents as required by this the Custodial Agreement with respect to each Mortgage Loan included in the related Mortgage Loan PackageLoan, a list of which is attached as Exhibit B heretoset forth in the Custodial Agreement. On or prior to the related Closing Date, the The Custodian shall have certified certify its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial AgreementAgreement for the related Closing Date, as evidenced by the initial certification Initial Certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser Company shall be responsible for maintaining comply with the terms of the Custodial Agreement and the Purchaser shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has provided that, in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from event the Purchaser or utilizes the Custodian that any same review criteria as the applicable Seller under the applicable Seller's existing warehouse financing arrangement with the Custodian, then the Company shall pay the costs of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan DocumentInitial Certification. The Seller Company shall forward to the Custodian Custodian, or to such other Person as the Purchaser shall designate in writing, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) this Agreement within one week two weeks of their execution, ; provided, however, that the Seller Company shall provide the Custodian Custodian, or to such other Person as the Purchaser shall designate in writing, with a certified true copy of any such document submitted for recordation within one week two weeks of its execution, and shall promptly provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty (60) ninety days of its submission for recordation. In the event any document required to be delivered to the Custodian in the Custodial Agreement, including an original or copy of any document submitted for recordation to the appropriate public recording office, is not so delivered to the Custodian, or to such other Person as the Purchaser shall designate in writing, within 180 days (or such other time period as may be required by any Rating Agency rating a securitization of the Mortgage Loans) following the related Closing Date (other than with respect to the Assignments of Mortgage which shall be delivered to the Custodian in blank and recorded subsequently by the Purchaser or its designee), and in the event that the Company does not cure such failure within 30 days of discovery or receipt of written notification of such failure from the Purchaser, the related Mortgage Loan shall, upon the request of the Purchaser, be repurchased by the Company at the price and in the manner specified in Subsection 9.03. The Seller foregoing repurchase obligation shall not apply in the event that the Company cannot deliver an original document submitted for recordation to the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided that the Company shall instead deliver a final Mortgage Loan Schedule recording receipt of such recording office or, if such recording receipt is not available, an officer's certificate of a servicing officer of the Seller, confirming that such documents have been accepted for recording; provided that, upon request of the Purchaser and delivery by the Purchaser to the Company of a schedule of the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date Loans, the Company shall reissue and deliver to the Purchaser no later than or its designee said officer's certificate. The Company shall pay all initial recording fees, if any, for the date set forth Assignments of Mortgage and any other fees or costs in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver transferring all original documents to the Custodian or, upon written request of the new Stock CertificatesPurchaser, together with to the related Stock Powers in blankPurchaser or the Purchaser's designee. Such new Stock Certificates The Purchaser or the Purchaser's designee shall be subject to responsible for recording the related Pledge Instruments Assignments of Mortgage and shall be subject reimbursed by the Company for the costs associated therewith pursuant to all of the terms, covenants and conditions of this Agreementpreceding sentence.

Delivery of Mortgage Loan Documents. No later than the date set forth The Seller or Servicer, as applicable, shall from time to time in the related Purchase Price and Terms Agreementconnection with each Closing Date, the Seller shall at least five (5) Business Days prior to such Closing Date, deliver and release to the Custodian those Mortgage Loan Documents as required by this Agreement set forth on Exhibit 13 hereto with respect to each Mortgage Loan included in to be purchased and sold on the related Closing Date and set forth on the related Mortgage Loan Package, Schedule delivered with such Mortgage Loan Documents. The Servicer shall provide to each of the Purchaser and the Custodian a notice containing a list of which is attached as Exhibit B heretoauthorized servicing officers (each, an "Authorized Representative") for the purpose of giving and receiving notices, requests and instructions and delivering certificates and documents in connection with this Agreement. On or prior Such notice shall contain the specimen signature for each Authorized Representative. From time to time, the Servicer may, by delivering to the related Closing Dateothers a revised notice, change the information previously given pursuant to this Section, but each of the parties hereto shall be entitled to rely conclusively on the then current notice until receipt of a superseding notice. The Custodian shall have certified certify its receipt of all such Mortgage Loan Documents required to be delivered pursuant to this Agreement for the Custodial Agreementrelated Closing Date, as evidenced by the initial certification Trust Receipt and Initial Certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller Custodian shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt be paid by the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan DocumentPurchaser. The Seller Servicer shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) this Agreement within one week two weeks of their execution, provided, however, that the Seller Servicer shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week two weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty ninety (6090) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreement.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the The Seller shall from time to time in connection with each Closing Date, at least five (5) Business Days prior to such Closing Date, deliver and release to the Custodian those Mortgage Loan Documents as required by this Agreement set forth on Exhibit 13 hereto with respect to each Mortgage Loan included in to be purchased and sold on the related Closing Date and set forth on the related Mortgage Loan PackageSchedule delivered with such Mortgage Loan Documents. The Seller shall provide the Purchaser, or its designee, with a list copy, certified by the Seller to be a true and complete copy of which is attached as Exhibit B hereto. On any original document submitted for recordation on or before the fifth Business Day prior to the related Closing Date. If the original or copy of any document submitted for recordation to the appropriate recording office is not delivered to the Purchaser or its designee within 180 days following the related Closing Date due to a delay at the applicable recording office, the Seller shall deliver to the Purchaser an officer’s written certification certifying that the delay in delivering the original recorded document to the Purchaser is due solely to delays at the applicable recording office and that the Seller shall deliver the original recorded documents no later than twelve (12) months after the related Closing Date. The Seller shall provide to each of the Purchaser and the Custodian a notice containing a list of authorized servicing officers (each, an “Authorized Representative”) for the purpose of giving and receiving notices, requests and instructions and delivering certificates and documents in connection with this Agreement. Such notice shall contain the specimen signature for each Authorized Representative. From time to time, the Seller may, by delivering to the others a revised notice, change the information previously given pursuant to this Section, but each of the parties hereto shall be entitled to rely conclusively on the then current notice until receipt of a superseding notice. The Custodian shall have certified certify its receipt of all such Mortgage Loan Documents required to be delivered pursuant to this Agreement for the Custodial Agreementrelated Closing Date, as evidenced by the initial certification trust receipt of the Custodian in the form annexed to the Custodial Agreement. The Purchaser Seller shall be responsible for maintaining the Custodial Agreement and shall pay all during the Interim Servicing Period. The fees and expenses of the Custodian. On the related Closing Date, the Seller Custodian during such period shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt be paid by the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan DocumentSeller. The Seller shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) this Agreement within one week two weeks of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week two weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty ninety (6090) days of its submission for recordation. The ; provided further, that if the original or copy of any document submitted for recordation to the appropriate recording office is not delivered to the Purchaser or its designee within such ninety (90) days of submission due to a delay at the applicable recording office, the Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser an officer’s written certification certifying that the delay in delivering the original recorded document to the Purchaser is due solely to delays at the applicable recording office and that the Seller shall deliver the original recorded documents no later than the date set forth in twelve (12) months after the related Purchase Price and Terms AgreementClosing Date. In the event that newthe Seller does not comply with the delivery requirements set forth in this Subsection 6.03 and such noncompliance materially and adversely affects the Purchaser’s interest in the Mortgage Loan, replacementthe Purchaser shall notify the Seller of such noncompliance, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, and the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with correct or cure the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all omission or defect within thirty (30) days of the termsreceipt of such notice. If the Seller does not correct or cure such material and adverse omission or defect within such period, covenants and conditions then the Seller shall repurchase such Mortgage Loan from the Purchaser within five (5) Business Days after the expiration of this Agreementsuch thirty (30) day period at the Repurchase Price.

Delivery of Mortgage Loan Documents. No later than In connection with such transfer and assignment, the date Seller does hereby deliver to, and deposit with, the Purchaser or the Purchaser's designee, the documents or instruments set forth in Section 2.01 of the related Purchase Price Pooling and Terms Servicing Agreement. To the extent not already recorded, the Seller shall deliver promptly (and release to in no event later than five Business Days following the Custodian those Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan included in the related Mortgage Loan Package, a list of which is attached as Exhibit B hereto. On or prior to the related Closing Date, the Custodian shall have certified its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the initial certification later of the Custodian in Closing Date and the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days date of receipt by the Seller of any notice from the Purchaser recording information for a Mortgage) submit or cause to be submitted for recording, at no expense to the Custodian Purchaser, in the appropriate public office for real property records, each Assignment delivered to it pursuant to the Pooling and Servicing Agreement and shall promptly submit or cause to be submitted for filing, the Form UCC-3 assignment and the UCC-1 financing statement referred to in the Pooling and Servicing Agreement. In the event that any of the Mortgage Loan Documents is missingsuch Assignment, does not appear regular on its face (i.e.Form UCC-3 or Form UCC-1, as applicable, is mutilated, damaged, defaced, torn lost or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, returned unrecorded because of a “Material Defect”)defect therein, the Seller shall promptly prepare or cause to be prepared a substitute Assignment, Form UCC-3 or Form UCC- 1, as applicable, or cure or cause to be cured such Material Defect (anddefect, as the case may be, and thereafter cause each such Assignment to be duly recorded. Notwithstanding the foregoing, the Seller need not cause to be recorded any Assignment which relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered or caused to be delivered by the Seller to the Trustee and the Rating Agencies, the recordation of such eventassignment is not necessary to protect the Purchaser's interest in the related Mortgage Loan; PROVIDED, HOWEVER, notwithstanding the delivery of any Opinion of Counsel, the Seller shall provide submit each Assignment for recording, at no expense to the Purchaser Trust Fund or Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Master Servicer Event of Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 of the Pooling and Servicing Agreement and (v) with an Officer’s Certificate confirming that such cure has been effected)respect to any one Assignment the occurrence of a foreclosure relating to the Mortgagor under the related Mortgage. If Notwithstanding the foregoing, if the Seller does not so cure fails to pay the cost of recording the Assignments, such Material Defectexpense will be paid by the Trustee and the Trustee shall be reimbursed for such expenses by the Trust as set forth in the Pooling and Servicing Agreement. With respect to a maximum of approximately 1.00% of the Original Mortgage Loans, it shallby outstanding principal balance of the Original Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to in the Pooling and Servicing Agreement cannot be located, the obligations of the Seller to deliver such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss documents shall be deemed to be attributable satisfied upon delivery to the failure Purchaser of a photocopy of such Mortgage Note, if available, with a lost note affidavit. If any of the Seller original Mortgage Notes for which a lost note affidavit was delivered to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defectis subsequently located, such loss would not have been incurred. In addition original Mortgage Note shall be delivered to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan DocumentTrustee within three Business Days. The Seller shall forward deliver or cause to be delivered to the Custodian Purchaser promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) within one week of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week of its execution, and shall provide the Loan. All original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office documents relating to be a true and complete copy of the original within sixty (60) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date that are not delivered to the Purchaser no later than are and shall be held by or on behalf of the date set forth Seller in trust for the related Purchase Price and Terms Agreementbenefit of the Trustee on behalf of the Certificateholders. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver any such original document is required pursuant to the Custodian the new Stock Certificatesterms of this Section to be a part of a Mortgage File, together with the related Stock Powers in blank. Such new Stock Certificates such document shall be subject delivered promptly to the related Pledge Instruments and Purchaser. Any such original document delivered to or held by the Purchaser that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be subject delivered promptly to all of the terms, covenants and conditions of this AgreementSeller.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the Seller shall deliver and release to Purchaser or custodian, as directed by Purchaser, the Custodian those Mortgage Loan Documents as required by this Agreement with respect to Exhibit H hereto for each Mortgage Loan included in the related Mortgage Loan Package, a list of which is attached as Exhibit B hereto. On or no later than five (5) Business Days prior to the related Closing Date, the Custodian shall have certified its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan Document. The Seller shall forward to the Custodian Purchaser or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(athis Agreement within two (2) and 4(w) within one week weeks of their execution, ; provided, however, that the Seller shall provide the Custodian Purchaser or its designee, with a certified true copy of any such document submitted for recordation within one week two (2) weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty (60) 270 days of its submission for recordation. The In the event Seller cannot deliver the original of such documents submitted for recording due to a delay by the recording office in the applicable jurisdiction, Seller shall instead deliver a final Mortgage Loan Schedule recording receipt of such recording office or, if such recording receipt is not available, an Officer's Certificate from Seller confirming that such documents have been accepted for recording. Any such document shall be delivered to Purchaser or its designee promptly upon receipt thereof from the Mortgage Loans included in related recording office. From time to time Purchaser shall deliver or cause to be delivered to Seller, as soon as practicable following receipt of a written request from Seller, by first class mail and at no expense to Seller, any Mortgage Loan Package Document needed by Seller in connection with the servicing of a Mortgage Loan. Seller's request for the release of a Mortgage Loan Document shall specify in reasonable detail the reason for Seller's request. During the time that any such Mortgage Loan Document is in the possession of Seller, such possession shall be deemed to be purchased on any Closing Date to in trust for the benefit of Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver return to Purchaser or its designee any Mortgage Loan Document so released when Seller's need for such Mortgage Loan Document no longer exists. Purchaser shall indemnify and hold Seller harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that Seller may sustain in connection with any third party claim in any way related to Purchaser's or its designee's failure to release, in a timely manner, the Custodian the new Stock CertificatesMortgage Loan Documents requested by Seller. Purchaser shall pay all costs, together fees and expenses in connection with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all possession of the terms, covenants and conditions Mortgage Loan Documents. Purchaser shall provide Seller with written notice at least fifteen (15) days prior to any transfer of this Agreementthe Mortgage Loan Documents.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the The Seller shall deliver and release to the Custodian those the Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan included in the related Mortgage Loan Package, a list of which is attached as Exhibit B hereto. On or no later than five (5) Business Days prior to the related Closing Date, . If the Custodian shall have certified its receipt of all such Seller cannot deliver the original recorded Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On on the related Closing Date, the Seller shall release shall, promptly upon receipt thereof and in any interest that it has case not later than 120 days from the Closing Date, deliver such original recorded documents to the Custodian (unless the Seller is delayed in the Mortgage Loan Documents upon its receipt making such delivery by reason of the Purchase Price for fact that such documents shall not have been returned by the Mortgage Loansappropriate recording office). Within thirty (30) If delivery is not completed within 120 days of receipt the related Closing Date solely because such documents shall not have been returned by the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”)appropriate recording office, the Seller shall cure deliver such Material Defect (anddocument to the Custodian, within such time period as specified in a Seller’s Officer’s Certificate. In the event that documents have not been received by the date specified in the Seller’s Officer’s Certificate, a subsequent Seller’s Officer’s Certificate shall be delivered by such eventdate specified in the prior Seller’s Officer’s Certificate, stating a revised date for receipt of documentation. The procedure shall be repeated until the documents have been received and delivered. The Seller shall use its best efforts to effect delivery of all delayed recorded documents within 180 days of the related Closing Date. If delivery of all Mortgage Loan Documents with respect to any Mortgage Loan is not completed within 360 days of the related Closing Date, then, at Purchaser’s option, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that repurchase such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection accordance with any missing, mutilated or improper Mortgage Loan DocumentSubsection 7.03. The Seller shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) this Agreement within one week two weeks of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week two weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty ninety (6090) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller immediately shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreement.

Delivery of Mortgage Loan Documents. No later than the date set forth The Seller or Servicer, as applicable, shall from time to time in the related Purchase Price and Terms Agreementconnection with each Closing Date, the Seller shall at least five (5) Business Days prior to such Closing Date, deliver and release to the Custodian those Mortgage Loan Documents as required by this Agreement set forth on Exhibit 13 hereto with respect to each Mortgage Loan included in to be purchased and sold on the related Closing Date and set forth on the related Mortgage Loan Package, Schedule delivered with such Mortgage Loan Documents. The Servicer shall provide to each of the Purchaser and the Custodian a notice containing a list of which is attached as Exhibit B heretoauthorized servicing officers (each, an “Authorized Representative”) for the purpose of giving and receiving notices, requests and instructions and delivering certificates and documents in connection with this Agreement. On or prior Such notice shall contain the specimen signature for each Authorized Representative. From time to time, the Servicer may, by delivering to the related Closing Dateothers a revised notice, change the information previously given pursuant to this Section, but each of the parties hereto shall be entitled to rely conclusively on the then current notice until receipt of a superseding notice. The Custodian shall have certified certify its receipt of all such Mortgage Loan Documents required to be delivered pursuant to this Agreement for the Custodial Agreementrelated Closing Date, as evidenced by the initial certification Trust Receipt and Initial Certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser Servicer shall be responsible for maintaining the Custodial Agreement and shall pay all during the Interim Servicing Period. The fees and expenses of the Custodian. On the related Closing Date, the Seller Custodian during such period shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt be paid by the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan DocumentSeller. The Seller Servicer shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) this Agreement within one week two weeks of their execution, provided, however, that the Seller Servicer shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week two weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty ninety (6090) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreement.

Delivery of Mortgage Loan Documents. No later than On the date set forth in the related Purchase Price and Terms AgreementBusiness Day prior to each Closing Date, the Seller shall deliver and release to the Custodian those Purchaser the Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan included in set forth on the related Mortgage Loan PackageSchedule. In addition, in connection with the assignment of any MERS Mortgage Loan, the Seller agrees that it will cause, at the Seller’s expense, the MERS System to indicate that such Mortgage Loans have been assigned by the Seller to the Purchaser in accordance with this Agreement (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) by including in such computer files the information required by the MERS System to identify the Purchaser and the series in which such Mortgage Loans were sold. The Seller further agrees that it will not alter the codes referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement. If pursuant to the foregoing provisions the Seller repurchases a list Mortgage Loan that is a MERS Mortgage Loan, the Seller shall either (i) cause MERS to execute and deliver an Assignment of which is Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS System in accordance with MERS’ rules and regulations or (ii) cause MERS to designate on the MERS System the Seller or its designee as the beneficial holder of such Mortgage Loan. In the event that any of the documents listed in paragraph 3 to 7, inclusive, of Exhibit 5 attached as Exhibit B hereto. On hereto have not been delivered and released to the Purchaser or prior its designee (the "Missing Documents") by the Closing Date, then the Seller shall use its best efforts to deliver the recordable Missing Documents to the Purchaser or its designee within one hundred and eighty (180) days following the related Closing Date and non‑recordableMissing Documentswithin ninety (90) days of the related Closing Date, . After the Custodian shall have certified its receipt of all such Mortgage Loan Seller concludes that it will not be able to deliver the Missing Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by Purchaser or its designee due to (i) the initial certification failure of the Custodian in applicable recorder’s office to return a Missing Document that was sent for recording or (ii) the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses failure of the Custodian. On title insurer to issue and deliver the original mortgagee title policy, except where such refusal to issue the policy is based on a claim that the title insurer is under no obligation to issue such policy, but in no event later than three hundred and sixty (360) days following the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Date for Missing Documents upon its receipt (unless an extension of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt time is consented to by the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on in its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”reasonable discretion), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide notify the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If and upon written request from the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase Purchaser the related Mortgage Loan shall be repurchased by the Seller at the Repurchase Price. A loss shall be deemed to be attributable to price and in the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting manner specified in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan DocumentSubsection 7.03. The Seller shall forward by personal delivery, recognized overnight delivery service or registered or certified first class mail, postage prepaid, return receipt requested to the Custodian Purchaser original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(athis Agreement within two (2) and 4(w) within one week weeks of their execution, provided, however, that the Seller shall provide the Custodian Purchaser with a certified true copy of any such document submitted for recordation within one week two (2) weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty promptly upon receipt of same, but in no event later than one hundred eighty (60180) days of its submission after such document was submitted for recordation. The Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreementrecording.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the The Seller shall deliver and release to the Custodian those Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan included in the related Mortgage Loan Package, a list of which is attached as Exhibit B hereto. On or no later than three (3) Business Days prior to the related Closing Date, Date the documents and instruments in the Mortgage File for each Mortgage Loan. The Custodian shall have certified certify its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial AgreementAgreement for the related Closing Date, as evidenced by the initial certification and trust receipt of the Custodian in the form annexed to the Custodial Agreement. The Purchaser Seller shall be responsible for maintaining comply with the terms of the Custodial Agreement and the Purchaser shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt charged by the Seller of any notice from Custodian associated with the Purchaser or the Custodian that any initial inventory and maintenance of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan DocumentDocuments. The Seller shall forward to the Custodian Custodian, or to such other Person as the Purchaser shall designate in writing, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) this Agreement within one week two weeks of their execution, provided, however, that the Seller shall provide the Custodian Custodian, or to such other Person as the Purchaser shall designate in writing, with a certified true copy of any such document submitted for recordation within one week two weeks of its execution, and shall promptly provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty (60) 180 days of the related Closing Date. In the event any document required to be delivered to the Custodian pursuant to the preceding paragraph, including an original or copy of any document submitted for recordation to the appropriate public recording office, is not so delivered to the Custodian, or to such other Person as the Purchaser shall designate in writing, within 180 days following the related Closing Date (other than with respect to the Assignments of Mortgage which shall be delivered to the Custodian in blank on or prior to the related Closing Date and recorded subsequently by the Purchaser or its submission designee), and in the event that the Seller does not cure such failure within 30 days of discovery or receipt of written notification of such failure from the Purchaser, the related Mortgage Loan shall, upon the request of the Purchaser, be repurchased by the Seller at the price and in the manner specified in Subsection 9.04. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recordationrecordation to the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction, provided that (i) the Seller shall deliver a recording receipt of such recording office or, if such recording receipt is not available, an Officer's Certificate of a servicing officer of the Seller, confirming that such documents have been accepted for recording (upon request of the Purchaser and delivery by the Purchaser to the Seller of a schedule of the related Mortgage Loans, the Seller shall reissue and deliver to the Purchaser or its designee said Officer's Certificate relating to the related Mortgage Loans), and (ii) such document is delivered within twelve (12) months of the related Closing Date. The Seller shall deliver a final Mortgage Loan Schedule pay all initial recording fees, if any, for the Mortgage Loans included assignments of mortgage and any other fees or costs in any Mortgage Loan Package transferring all original documents to be purchased on any Closing Date the Custodian or, upon written request of the Purchaser, to the Purchaser no later than or the date set forth in Purchaser's designee. The Purchaser or the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates Purchaser's designee shall be subject to responsible for recording the related Pledge Instruments Assignments of Mortgage and shall be subject reimbursed by the Seller for the costs associated therewith pursuant to all of the terms, covenants and conditions of this Agreementpreceding sentence.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the The Seller shall deliver and release to the Custodian those Purchaser or its designee, Xxxxx Fargo Bank, N.A., successor by merger to Norwest Bank Minnesota, N.A., the Mortgage Loan Documents. The Mortgage Loan Documents as required shall be delivered by this Agreement with respect the Seller to each Mortgage Loan included in the related Mortgage Loan PackagePurchaser or its designee, a list of which is attached as Exhibit B hereto. On or Xxxxx Fargo Bank, N.A., successor by merger to Norwest Bank Minnesota, N.A., at least five (5) Business Days prior to the related Closing Date pursuant to a bailee letter agreement. All other documents in Exhibit A hereto, together with all other documents executed in connection with the Mortgage Loan that Seller may have in its possession, shall be retained by the Servicer in trust for the Purchaser. If the Seller cannot deliver the original recorded Mortgage Loan Documents or the original policy of title insurance, including riders and endorsements thereto, on the Closing Date. On a best efforts basis, the Seller shall deliver all original documents within 90 days of the Closing Date, but in no event later than 180 days of the Custodian Closing Date. If delivery is not completed within 180 days of the Closing Date solely due to delays in making such delivery by reason of the fact that such documents shall not have certified been returned by the appropriate recording office, Seller shall deliver such document to Purchaser, or its designee, within such time period as specified in a Seller's Officer's Certificate. In the event that documents have not been received by the date specified in the Seller's Officer's Certificate, a subsequent Seller's Officer's Certificate shall be delivered by such date specified in the prior Seller's Officer's Certificate, stating a revised date for receipt of documentation. The procedure shall be repeated until the documents have been received and delivered. The Seller shall continue to use commercially reasonable best efforts to effect delivery within 270 days of the Closing Date. The Seller shall pay all such initial recording fees, for the Assignments of Mortgage Loan Documents required to be delivered pursuant or Form UCC-3's for Co-op Loans and any other fees in connection with the transfer of all original documents to the Custodial AgreementPurchaser or its designee. Seller shall prepare, as evidenced by in recordable form, all Assignments of Mortgage or Form UCC-3's for Co-op Loans necessary to assign the initial certification of the Custodian in the form annexed Mortgage Loans to the Custodial AgreementPurchaser, or its designee. The Purchaser Seller shall be responsible for maintaining recording the Custodial Agreement and Assignments of Mortgage or Form UCC-3's for Co-op Loans. Seller shall pay all fees and expenses provide a copy of the Custodian. On title insurance policy to Purchaser or its designee within ninety (90) days of the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price recorded documents (required for issuance of such policy) from the applicable recording office. Any review by the Purchaser, or its designee, of the Mortgage LoansFiles shall in no way alter or reduce the Seller's obligations hereunder. Within thirty (30) days of receipt by the Seller of any notice from If the Purchaser or its designee discovers any defect with respect to a Mortgage File, the Custodian that any Purchaser shall, or shall cause its designee to, give written specification of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated such defect to the Mortgage Loans identified Seller in the Mortgage Loan Schedule (eachexception report or the certification delivered pursuant to this Section 2.07, a “Material Defect”), and the Seller shall cure or repurchase such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection accordance with any missing, mutilated or improper Mortgage Loan DocumentSection 3.03. The Seller shall forward to the Custodian Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with Section 4.01 or 6.01 in accordance with the Section 4(a) and 4(w) within one week of their execution, XXXXXX MAE Guides; provided, however, that the Seller shall provide the Custodian Purchaser, or its designee, with a certified true copy of any such document submitted for recordation within one week of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty (60) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included From time to time, in any Mortgage Loan Package order to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Sharesfulfill its obligations hereunder, the Seller may have a need for Mortgage Loan Documents to be released from Purchaser, or its designee. Purchaser shall, or shall promptly cause its designee, upon the written request of the Seller, within ten (10) Business Days, deliver to the Custodian Seller, any requested documentation previously delivered to Purchaser as part of the new Stock CertificatesMortgage File, together with provided that such documentation is promptly returned to Purchaser, or its designee, when the Seller no longer requires possession of the document, and provided that during the time that any such documentation is held by the Seller, such possession is in trust for the benefit of Purchaser. Seller shall indemnify Purchaser, and its designee, from and against any and all losses, claims, damages, penalties, fines, forfeitures, costs and expenses (including court costs and reasonable attorney's fees) resulting from or related Stock Powers in blankto the loss, damage, or misplacement of any documentation delivered to Seller pursuant to this paragraph. Such new Stock Certificates Any and all documents required to be delivered pursuant to this Section 2.07 other than those Mortgage Loan Documents required to be delivered within five (5) Business Days prior to the Closing Date pursuant to a bailee letter agreement shall be subject delivered to the related Pledge Instruments and shall be subject Custodian at the following addressee: Xxxxx Fargo Bank, N.A., successor by merger to all of the termsNorwest Bank Minnesota, covenants and conditions of this AgreementN.A., 000 Xxxxxx Xxxxxx, Xxxxxxxxxxx, XX 00000.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the (a) The Seller shall deliver and release to the Custodian those Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan included in the related Mortgage Loan Package, a list of which is attached as Exhibit B hereto. On Purchaser or prior to the related Closing Date, the Custodian shall have certified its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in designee the Mortgage Loan Documents on the Closing Date upon its receipt of the Purchase Price for Price, in accordance with a mutually acceptable bailment agreement. The Seller shall deliver any document required to be delivered to the Mortgage Loans. Within thirty Custodian under this Agreement or cure any deficiency within forty-five (3045) days of receipt by after the Seller of any notice from related Closing Date. In the Purchaser or the Custodian event that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so deliver the missing document or cure the related deficiency within such Material Defect45-day period, it shallthe Seller, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a lossupon written demand of the Purchaser, shall repurchase the related Mortgage Loan at the Repurchase PricePrice within fifteen (15) days following Purchaser’s Request in accordance with the provisions of Section 7.03. A loss shall be deemed to be attributable Notwithstanding anything to the failure of the Seller to cure a Material Defect ifcontrary herein, as determined by the Purchaser acting if in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligationconnection with any Mortgage Loan, the Seller shall indemnify cannot deliver or cause to be delivered an original Mortgage Loan Document with evidence of recording thereon on or prior to the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated Closing Date because of a delay caused by the public recording office where such Mortgage Loan Document has been delivered for recordation or improper because such public recording office retains the original recorded Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Seller shall (i) provide to Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper a certified copy of such Mortgage Loan Document. The , and (ii) when the original Mortgage Loan Document becomes available, promptly deliver to Purchaser the original of such Mortgage Loan Document, with evidence of recording thereon, and if such public recording office retains the original recorded Mortgage Loan Document, Seller shall forward deliver or cause to be delivered to Purchaser a certified copy of such Mortgage Loan Document along with evidence of its submission for recording. Notwithstanding anything to the Custodian original documents evidencing an assumptioncontrary herein, modification, consolidation or extension if the delivery of any Mortgage Loan entered into Document required to be recorded is not completed within one hundred eighty (180) days of the related Closing Date, then Seller, upon written demand of the Purchaser, shall repurchase the affected Mortgage Loan at the Repurchase Price within fifteen (15) days following Purchaser’s request in accordance with the provisions of Section 4(a) and 4(w) within one week of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty (60) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreement7.03.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the The Seller shall deliver and release to the Custodian no later than two (2) Business Days prior to the related Closing Date those Mortgage Loan Documents as required by this Agreement set forth on Exhibit A hereto with respect to each Mortgage Loan included in set forth on the related Mortgage Loan Package, a list of which is attached as Exhibit B heretoSchedule. On or prior to the related Closing Date, the The Custodian shall have certified certify its receipt of all such Mortgage Loan Documents required to be delivered pursuant to for the Custodial Agreementrelated Closing Date, as evidenced by the initial certification Initial Certification of the Custodian in the form annexed to the Custodial AgreementCustodian. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan Document. The Seller shall or shall cause the Interim Servicer to forward to the Custodian Custodian, or to such other Person as the Purchaser shall designate in writing, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) this Agreement within one week two weeks of their execution, provided, however, that the Seller shall provide the Custodian Custodian, or to such other Person as the Purchaser shall designate in writing, with a certified true copy of any such document submitted for recordation within one week two weeks of its execution, and shall promptly provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty (60) one hundred twenty days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that newany document required to be delivered to the Custodian pursuant to this Agreement including an original or copy of any document submitted for recordation to the appropriate public recording office, replacementis not so delivered to the Custodian, substitute or additional Stock Certificates are issued to such other Person as the Purchaser shall designate in writing, within 120 days following the related Closing Date (other than with respect to existing Cooperative Sharesthe Assignments of Mortgage which shall be delivered to the Custodian in blank and recorded subsequently by the Purchaser or its designee), and in the event that the Seller does not cure such failure within 30 days of discovery or receipt of written notification of such failure from the Purchaser, the related Mortgage Loan shall, upon the request of the Purchaser, be repurchased by the Seller at the price and in the manner specified in Subsection 9.03. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver an original document submitted for recordation to the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such recording receipt is not available, an officer’s certificate of a servicing officer of the Seller, confirming that such documents have been accepted for recording; provided that, upon request of the Purchaser and delivery by the Purchaser to the Seller of a schedule of the related Mortgage Loans, the Seller shall promptly reissue and deliver to the Purchaser or its designee said officer’s certificate. The Seller shall pay all initial recording fees, if any, for the assignments of mortgage and any other fees or costs in transferring all original documents to the Custodian or, upon written request of the new Stock CertificatesPurchaser, together with to the related Stock Powers in blankPurchaser or the Purchaser’s designee. Such new Stock Certificates The Purchaser or the Purchaser’s designee shall be subject to responsible for recording the related Pledge Instruments Assignments of Mortgage and shall be subject reimbursed by the Seller for the costs associated therewith pursuant to all of the terms, covenants and conditions of this Agreementpreceding sentence.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the Seller The Sellers shall deliver and release to the Custodian no later than two (2) Business Days prior to the related Closing Date those Mortgage Loan Documents set forth on Exhibit A hereto as required by this the Custodial Agreement with respect to each Mortgage Loan included in set forth on the related Mortgage Loan Package, a list of which is attached as Exhibit B heretoSchedule. On or prior to the related Closing Date, the The Custodian shall have certified certify its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial AgreementAgreement for the related Closing Date, as evidenced by the initial certification Initial Certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser Sellers shall be responsible for maintaining comply with the terms of the Custodial Agreement and the Purchaser shall pay all fees and expenses of the Custodian. On The Sellers shall forward to the Custodian, or after the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from to such other Person as the Purchaser or the Custodian that any of the Mortgage Loan Documents is missingshall designate in writing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan Document. The Seller shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) this Agreement within one week two weeks of their execution, provided, however, that the Seller Sellers shall provide the Custodian Custodian, or to such other Person as the Purchaser shall designate in writing, with a certified true copy of any such document submitted for recordation within one week two weeks of its execution, and shall promptly provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office or title closing agent to be a true and complete copy of the original within sixty (60) ninety days of its submission for recordation. In the event any document required to be delivered to the Custodian in the Custodial Agreement, including an original or copy of any document submitted for recordation to the appropriate public recording office, is not so delivered to the Custodian, or to such other Person as the Purchaser shall designate in writing, within 90 days following the related Closing Date (other than with respect to the Assignments of Mortgage which shall be delivered to the Custodian in blank and recorded subsequently by the Purchaser or its designee), and in the event that the applicable Seller does not cure such failure within 30 days of discovery or receipt of written notification of such failure from the Purchaser, the related Mortgage Loan shall, upon the request of the Purchaser, be repurchased by such Seller at the price and in the manner specified in Subsection 9.03. The foregoing repurchase obligation shall not apply in the event that such Seller cannot deliver an original document submitted for recordation to the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided that such Seller shall instead deliver a final recording receipt of such recording office or, if such recording receipt is not available, an officer's certificate of a servicing officer of such Seller, confirming that such documents have been accepted for recording; provided that, upon request of the Purchaser and delivery by the Purchaser to the Seller of a schedule of the related Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date Loans, such Seller shall reissue and deliver to the Purchaser no later than or its designee said officer's certificate. The Sellers shall pay all initial recording fees, if any, for the date set forth assignments of mortgage and any other fees or costs in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver transferring all original documents to the Custodian or, upon written request of the new Stock CertificatesPurchaser, together with to the related Stock Powers in blankPurchaser or the Purchaser's designee. Such new Stock Certificates The Purchaser or the Purchaser's designee shall be subject to responsible for recording the related Pledge Instruments Assignments of Mortgage and shall be subject reimbursed by the Sellers for the costs associated therewith pursuant to all of the terms, covenants and conditions of this Agreementpreceding sentence.

Delivery of Mortgage Loan Documents. No later than Pursuant to the date set forth in Custodial Agreement to be executed among and delivered by the related Purchase Price Initial Purchaser, the Custodian and Terms Agreementthe Seller prior to the Initial Closing Date, the Seller shall from time to time in connection with each Closing Date, at least five (5) Business Days prior to such Closing Date, deliver and release to the Custodian those the Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan included in to be purchased and sold on the related Closing Date and set forth on the related Mortgage Loan Package, a list of which is attached as Exhibit B heretoSchedule delivered with such Mortgage Loan Documents. On or prior to the related Closing Date, the The Custodian shall have certified certify its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial AgreementAgreement for the related Closing Date, as evidenced by the initial certification Trust Receipt and Initial Certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all during the Preliminary Servicing Period. The fees and expenses of the Custodian. On the related Closing Date, the Seller Custodian during such period shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt be paid by the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan DocumentPurchaser. The Seller shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) this Agreement within one week two weeks of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week two weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty two hundred seventy (60270) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that newthe Seller cannot deliver the original recorded Mortgage or an original policy of title insurance on the related Closing Date, replacementthe Seller shall, substitute promptly upon receipt thereof and in any case not later than 180 days from the related Closing Date, deliver such original recorded Mortgage or additional Stock Certificates are issued with respect original policy of title insurance, as applicable, to existing Cooperative Sharesthe Custodian. Notwithstanding the foregoing, in the event an original Mortgage is not available or a Mortgage Loan for which the original Mortgage and/or the original policy of title insurance has not been delivered, becomes subject to a Whole Loan Transfer or a Securitization Transaction and any such transfer requires delivery of such original documents, the Seller shall promptly deliver provide a copy of such Mortgage certified by the applicable Seller, escrow agent, title insurer or closing attorney to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments a true and shall be subject to all complete copy of the termsoriginal recorded Mortgage and/or a marked insurance commitment, covenants and conditions as applicable, within thirty (30) days of this Agreementsuch request.

Delivery of Mortgage Loan Documents. No later than Pursuant to the date set forth in the related Purchase Price and Terms Custodial Agreement, the Seller Company shall use its best efforts to deliver and release to the Custodian Custodian, on or prior to the date which is five (5) Business Days prior to the Closing Date, but in no event later than three (3) Business Days prior to the Closing Date, those Mortgage Loan Documents as required by this the Custodial Agreement with respect to each Mortgage Loan included in the related Mortgage Loan PackageLoan, a list of which is attached as Exhibit B heretoset forth in the Custodial Agreement. On or prior to the related Closing Date, the The Custodian shall have certified its hold the Mortgage Loan Documents as bailee for the Sellers until the Closing Date and until the transaction comtemplated by this Agreement has closed. The Custodian's receipt of all such Mortgage Loan Documents required to may be delivered pursuant to the Custodial Agreement, as evidenced by the initial certification Initial Certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser Company shall be responsible for maintaining comply with the terms of the Custodial Agreement and the Purchaser shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has provided that, in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from event the Purchaser or utilizes the Custodian that any same review criteria as the applicable Seller under the applicable Seller's existing warehouse financing arrangement with the Custodian, then the Company shall pay the costs of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan DocumentInitial Certification. The Seller Company shall forward to the Custodian Custodian, or to such other Person as the Purchaser shall designate in writing, original documents evidencing an any assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) this Agreement within one week of their two weeks after its execution, ; provided, however, that in lieu thereof the Seller shall Company may provide the Custodian Custodian, or to such other Person as the Purchaser shall designate in writing, with a certified true copy of any such document submitted for recordation within one week two weeks of its execution, and shall promptly provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original as soon as practicable after receipt from the recording office. In the event that the related Seller cannot deliver such original or copy of any document submitted for recordation to the appropriate public recording office within sixty (60) 270 days of its submission for recordation. The the Closing Date due to a delay caused by the recording office in the applicable jurisdiction, (i) the related Seller shall deliver a final recording receipt of such recording office or, if such recording receipt is not available, an officer's certificate of a servicing officer of the related Seller, confirming that such documents have been accepted for recording (upon request of the Purchaser and delivery by the Purchaser to the related Seller of a schedule of the related Mortgage Loan Schedule for Loans, the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date related Seller shall reissue and deliver to the Purchaser or its designee said officer's certificate relating to the related Mortgage Loans), and (ii) the related Seller shall use its best efforts to deliver such document within 270 days of the Closing Date but in no event later than the date which is 365 days after the Closing Date. In the event any document is not so delivered to the Custodian, or to such other Person as the Purchaser shall designate in writing, within 365 days (or such other time period as may be required by any rating agency rating a securitization of the Mortgage Loans) following the Closing Date (other than with respect to the Assignments of Mortgage which shall be delivered to the Custodian in blank and recorded subsequently by the Purchaser or its designee), and in the event that the Company does not cure such failure within 30 days of discovery or receipt of written notification of such failure from the Purchaser, the related Mortgage Loan shall, upon the request of the Purchaser, be repurchased by the Company at the price and in the manner specified in Subsection 8.03. Notwithstanding any provisions to the contrary in this Agreement, the Company shall not be required to record the Assignments of Mortgage on behalf of the Purchaser unless the Rating Agencies providing ratings related to a Securitization Transfer shall require recordation in the appropriate offices for real property records in order to receive the ratings on the pass-through certificates at the time of their initial issuance or the occurrence of certain events set forth in the related Purchase Price Securitization Transfer document shall require recordation (it being understood that the Purchaser shall not be required to deliver any opinions of counsel to satisfy such Rating Agency requirements). The Company shall pay all initial recording fees, if any, for the Assignments of Mortgage and Terms Agreementany other fees or costs in transferring all original documents to the Custodian or, upon written request of the Purchaser, to the Purchaser or the Purchaser's designee. In The Purchaser or the event Purchaser's designee shall be responsible for recording the Assignments of Mortgage and shall be reimbursed by the Company for the costs associated therewith pursuant to the preceding sentence, it being understood that new, replacement, substitute or additional Stock Certificates are issued the Company shall be responsible for the fees and costs of only one recordation with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreementeach Mortgage Loan.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the Seller shall deliver and release to Purchaser or its designee the Custodian those Mortgage Loan Documents as required no later than five (5) Business Days prior to the Closing Date pursuant to a bailee letter agreement substantially in the form of Exhibit C attached hereto to be entered into by this Agreement and among Seller, Purchaser and Purchaser’s document custodian. Notwithstanding the foregoing, if Seller cannot deliver on the Closing Date the original title policy with respect to each a Mortgage Loan, Seller shall, promptly upon receipt thereof and in any case no later than one hundred and twenty (120) days from the date of origination of such Mortgage Loan, deliver such policy to Purchaser or its designee. Further, if Seller cannot, within the timeframe above, deliver any other Mortgage Loan included in Documents which are required to be recorded and have been properly submitted for recording solely because the appropriate recording office has not returned such documents, Seller shall have until one hundred eighty (180) days from the date of origination of the related Mortgage Loan Packageto deliver such original, a list of which is attached as Exhibit B heretorecorded Mortgage Loan documents to Purchaser or its designee. On or prior Seller shall use its best efforts to the related Closing Date, the Custodian shall have certified its receipt effect delivery of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreementrecorded documents within time frames set forth herein. Additionally, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and Seller shall pay all initial recording fees and expenses of any other fees in connection with the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from the Purchaser or the Custodian that any transfer of the Mortgage Loan Documents is missing, does not appear regular on to Purchaser or its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected)designee. If the Seller does not so cure fails to deliver any Mortgage Loan Document with respect to a Mortgage Loan within the timeframes specified in this Section 2.07, Purchaser may, at its option, either (x) require Seller to repurchase such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss Price and in the manner set forth in Section 3.03 (any cure period set forth therein shall be deemed to be attributable have expired) or (y) undertake to the failure procure such document and Seller shall reimburse Purchaser within ten (10) Business Days of the Seller to cure a Material Defect ifreceiving Purchaser’s written demand therefor, as determined for any reasonable out-of-pocket costs, fees and expenses incurred by Purchaser, or its designee, in connection with such procurement. Any review by the Purchaser acting or its designee of the Mortgage Files shall in good faithno way alter or reduce the Seller’s obligations hereunder. Subject to the provisions related to the delivery of recorded documents set forth above, absent if the Purchaser or its designee discovers any material defect with respect to any document constituting part of a Mortgage File, the Purchaser shall, or shall cause its designee to, give written specification of such Material Defect, such loss would not have been incurred. In addition defect to such repurchase obligation, the Seller and the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated cure or improper repurchase such Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan Document. The Seller shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) within one week of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty (60) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreement3.03.

Delivery of Mortgage Loan Documents. No later than Pursuant to various conveyance documents to be executed on the date set forth in Closing Date and pursuant to the related Purchase Price Pooling and Terms Servicing Agreement, the Seller shall deliver Purchaser will assign on the Closing Date all of its right, title and release to the Custodian those Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan included interest in the related Mortgage Loan Package, a list of which is attached as Exhibit B hereto. On or prior to the related Closing Date, the Custodian shall have certified its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in to the Trustee for the benefit of the Certificateholders as their interests may appear. In connection with the transfer and assignment of the Mortgage Loan Schedule Loans, the Seller has delivered or will deliver or cause to be delivered to the Trustee by the Closing Date or such later date as is agreed to by the Purchaser and the Seller (each, each of the Closing Date and such later date is referred to as a “Material DefectMortgage File Delivery Date”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based documents set forth on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan Document. The Seller shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) within one week of their executionExhibit 1 hereto, provided, however, that in lieu of the foregoing, the Seller shall provide may deliver the Custodian following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certified true copy of any such document submitted for recordation within one week of its execution, and shall provide certification by the original of any document submitted for recordation or a copy Seller on the face of such document certified by the appropriate public recording office copy, substantially as follows: “Certified to be a true and complete correct copy of the original, which has been transmitted for recording”; (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original within sixty certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (60z) days in lieu of its submission for recordationthe Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2, the Seller may deliver lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver a final Mortgage Loan Schedule for such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage Loans included in any and intervening assignments, if any, and the assignment of the Mortgage Loan Package to be purchased on any recorded not later than 180 days after the Closing Date Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the Purchaser no later than effect that the date set forth recordation of such assignment is not necessary to protect the Trustee’s interest in the related Purchase Price and Terms AgreementMortgage Loan. In Upon the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Sharesrequest of the Purchaser, the Seller shall promptly deliver will assist the Purchaser in effecting the assignment referred to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreementabove.

Delivery of Mortgage Loan Documents. No later than In connection with such transfer and assignment, the date Seller will deliver to, and deposit with, the Purchaser or the Purchaser's designee, the documents or instruments set forth in Section 2.01 of the Pooling and Servicing Agreement. In instances where an original recorded Mortgage or power of attorney cannot be delivered by the Seller to the Purchaser prior to or concurrently with the execution and delivery of this Agreement, due to a delay in connection with the recording of such Mortgage or power of attorney, the Seller may, (a) in lieu of delivering such original recorded Mortgage or power of attorney referred to in clause (ii) of Section 2.01(a) of the Pooling and Servicing Agreement, deliver to the Purchaser a copy thereof, provided that the Seller certifies that the original Mortgage or power of attorney has been delivered (in the jurisdictions required) to a title insurance company for recordation after receipt of its policy of title insurance or binder therefor (which may be a certificate relating to a master policy of title insurance), and (b) in lieu of delivering the completed assignment in recordable form referred to in clause (iii) of Section 2.01(a) of the Pooling and Servicing Agreement to the Purchaser, deliver such assignment to the Purchaser completed except for recording information. In all such instances, the Seller will deliver the original recorded Mortgage or power of attorney and completed Assignment (if applicable) to the Purchaser promptly upon receipt of such Mortgage or power of attorney. In instances where an original recorded Mortgage or power of attorney has been lost or misplaced, the Seller, or in the jurisdictions where allowed, the related Purchase Price title insurance company may deliver in lieu of such Mortgage or power of attorney, a copy of such Mortgage or power of attorney bearing recordation information and Terms certified as true and correct by the office in which recordation thereof was made. In instances where the original or a copy of the title insurance policy referred to in clause (v) of Section 2.01(a) of the Pooling and Servicing Agreement (which may be a certificate relating to a master policy of title insurance) pertaining to the Mortgaged Property relating to a Mortgage Loan cannot be delivered by the Seller to the Purchaser prior to or concurrently with the execution and delivery of this Agreement because such policy is not yet available, the Seller may, in lieu of delivering the original or a copy of such title insurance, deliver to the Purchaser with respect to such policy (which may be a certificate relating to a master policy of title insurance) and deliver the original or a copy of such policy (which may be a certificate relating to a master policy of title insurance) to the Purchaser within 270 days of the Closing Date. In instances where an original assumption, modification or buydown agreement cannot be delivered by the Seller to the Purchaser prior to or concurrently with the execution and delivery of this Agreement, the Seller shall may, in lieu of delivering the original of such agreement, deliver and release to a certified copy thereof. To the Custodian those Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan included in the related Mortgage Loan Package, a list of which is attached as Exhibit B hereto. On or prior to the related Closing Date, the Custodian shall have certified its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Dateextent not already recorded, the Seller shall release any interest that it has promptly (and in no event later than five Business Days following the Mortgage Loan Documents upon its receipt later of (i) the Purchase Price for Closing Date and (ii) the Mortgage Loans. Within thirty (30) days date of receipt by the Seller of any notice from the Purchaser recording information for a Mortgage) submit or cause to be submitted for recording, at no expense to the Custodian trust fund, in the appropriate public office for real property records, each Assignment delivered to it pursuant to Section 2.01(a)(iii) of the Pooling and Servicing Agreement. In the event that any such Assignment is lost or returned unrecorded because of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”)defect therein, the Seller shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such Material Defect defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. Notwithstanding the foregoing, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments shall not be required to be submitted for recording (andexcept with respect to any Mortgage Loan located in Maryland and Florida) unless such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided, in such eventhowever, the Seller shall provide submit each Assignment for recording, at no expense to the Purchaser trust fund, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Master Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 of the Pooling and Servicing Agreement and (v) with an Officer’s Certificate confirming that such cure has been effected)respect to any one Assignment the occurrence of a foreclosure relating to the Mortgagor under the related Mortgage. If With respect to a maximum of approximately 4.00% of the Original Mortgage Loans, by outstanding principal balance of the Original Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to in the Pooling and Servicing Agreement cannot be located, the obligations of the Seller does not so cure to deliver such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss documents shall be deemed to be attributable satisfied upon delivery to the failure Purchaser of a lost note affidavit and a photocopy of the related Mortgage Note; provided, however, that the Seller may deliver a lost note affidavit for up to cure 2.00% of the Original Mortgage Loans, by outstanding principal balance of the Original Mortgage Loans as of the Cut-off Date, without attaching a Material Defect if, as determined by photocopy of the related Mortgage Note thereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Purchaser acting in good faith, absent such Material Defectis subsequently located, such loss would not have been incurred. In addition original Mortgage Note shall be delivered to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan DocumentTrustee within ten Business Days. The Seller shall forward deliver or cause to be delivered to the Custodian Purchaser promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) within one week of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week of its execution, and shall provide the Loan. All original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office documents relating to be a true and complete copy of the original within sixty (60) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date that are not delivered to the Purchaser no later than are and shall be held by or on behalf of the date set forth Seller in trust for the related Purchase Price and Terms Agreementbenefit of the Trustee on behalf of the Certificateholders. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver any such original document is required pursuant to the Custodian the new Stock Certificatesterms of this Section to be a part of a Mortgage File, together with the related Stock Powers in blank. Such new Stock Certificates such document shall be subject delivered promptly to the related Pledge Instruments and Purchaser. Any such original document delivered to or held by the Purchaser that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be subject delivered promptly to all of the terms, covenants and conditions of this AgreementSeller.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the The Seller shall deliver and release to the Custodian those Purchaser or its designee the Mortgage Loan Package and the related Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan included in to be purchased and sold on such Closing Date and set forth on the related Mortgage Loan PackageSchedule delivered with such Mortgage Loan Documents no later than five (5) Business Days prior to the related Closing Date pursuant to a bailee letter agreement. If the Seller cannot deliver the original recorded Mortgage Loan Documents on the related Closing Date, the Seller shall, promptly upon receipt thereof and in any case not later than 270 days from the related Closing Date, deliver such original recorded documents to the Purchaser or its designee (unless the Seller is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office). If delivery is not completed within 270 days of the related Closing Date solely because such documents shall not have been returned by the appropriate recording office, the Seller shall deliver a list recording receipt of which such recording office, or, if such recording receipt is attached as Exhibit B heretonot available, an officer’s certificate of a servicing officer of the Seller, confirming that such document has been accepted for recording and shall in any event deliver such document within twelve (12) months of the related Closing Date. On or No later than three (3) days prior to the related Closing Date, the Custodian Seller shall have certified its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the initial certification provide a copy of the Custodian in the form annexed commitment for title insurance to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from the Purchaser or its designee. Any review by the Custodian that any Purchaser or its designee of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn Files shall in no way alter or otherwise physically altered) or appears to be unrelated to reduce the Mortgage Loans identified in Seller’s obligations hereunder. To the Mortgage Loan Schedule (each, a “Material Defect”)extent received by it, the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan Document. The Seller shall forward to the Custodian Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(athis Agreement within two (2) and 4(w) within one week of weeks after their execution, ; provided, however, that the Seller shall provide the Custodian Purchaser, or its designee, with a copy, certified by the Seller as a true copy copy, of any such document submitted for recordation within one week of two (2) weeks after its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original promptly upon receipt thereof and in any case not later than 270 days from the related Closing Date, (unless the Seller is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office). If delivery is not completed within sixty (60) 270 days of its submission for recordation. The the related Closing Date solely because such documents shall not have been returned by the appropriate recording office, the Seller shall deliver a final Mortgage Loan Schedule recording receipt of such recording office, or, if such recording receipt is not available, an officer’s certificate of a servicing officer of the Seller, confirming that such document has been accepted for the Mortgage Loans included recording and shall in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in event deliver such document within twelve (12) months of the related Purchase Price Closing Date. The Seller hereby covenants and Terms Agreement. In agrees that if any such document is not delivered within twelve (12) months of the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Sharesrelated Closing Date, the Seller shall promptly deliver to at the Custodian the new Stock CertificatesPurchaser’s option, together with repurchase the related Stock Powers in blank. Such new Stock Certificates shall be subject to Mortgage Loan at the related Pledge Instruments and shall be subject to all Repurchase Price within thirty (30) days following receipt of notice from the terms, covenants and conditions of this AgreementPurchaser.

Delivery of Mortgage Loan Documents. No later than The Mortgage Loan Documents, identified as items 1 through 4 on Exhibit B to the date set forth in the related Purchase Price and Terms Agreement, will be transferred to Wxxxx Fargo Bank, N.A., successor by merger to Wxxxx Fargo Bank Minnesota, N.A. (the Seller shall deliver and release "Custodian") within five (5) business days prior to the Custodian those Closing Date. Such Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan included in the related Mortgage Loan Package, a list of which is attached as Exhibit B hereto. On or prior to the related Closing Date, the Custodian shall have certified its receipt of all such Mortgage Loan Documents required to will be delivered held and administered pursuant to a custodial agreement (the "Custodial Agreement, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreement"). The Purchaser shall be responsible for maintaining paying all expenses of the Custodial Agreement and shall pay Custodian in connection with the Custodian's initial certification (the "Initial Certification") on such Mortgage Loan Documents. The Purchaser will also be responsible for paying all ongoing fees and expenses of the Custodian. On The Mortgage Note for each Mortgage Loan shall be endorsed in blank and the related Closing DateAssignment of Mortgage for each Mortgage Loan shall be assigned in blank, unless designated otherwise by the Seller shall release Purchaser. The Purchaser has no obligation to purchase any interest Mortgage Loan which contains missing documents that it has in could affect the enforceability on the Mortgage Loan Documents upon its Loans. Prior to Company’s receipt of the Purchase Price or Adjusted Purchase Price, the Purchaser shall cause the Custodian to act as bailee for the Mortgage Loanssole and exclusive benefit of the Company pursuant to the Custodial Agreement and act only in accordance with Company’s instructions. Within thirty (30) days Upon the Company’s receipt of receipt by the Seller of any notice from Purchase Price or Adjusted Purchase Price, the Purchaser or Company shall provide notification to the Custodian that any to release ownership of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated specified above to the Purchaser. Such notification shall be in a form of a written notice by facsimile or other electronic media, with a copy sent to the Purchaser. Subsequent to such release, such Mortgage Loan Documents shall be retained by the Custodian for the benefit of the Purchaser. All Mortgage Loan Documents related to Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined purchased by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, on the Seller Closing Date shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred be maintained by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan Document. The Seller shall forward to Custodian for the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) within one week of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy benefit of the original within sixty (60) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments Company and shall be subject returned to all of the terms, covenants and conditions of this AgreementCompany within two (2) Business Days after the Closing Date.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the Seller The Sellers shall deliver and release to the Custodian no later than three (3) Business Days prior to the related Closing Date those Mortgage Loan Documents set forth on Exhibit A hereto as required by this the Custodial Agreement with respect to each Mortgage Loan included in set forth on the related Mortgage Loan Package, a list of which is attached as Exhibit B heretoSchedule. On or prior to the related Closing Date, the The Custodian shall have certified certify its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial AgreementAgreement for the related Closing Date, as evidenced by the initial certification Initial Certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser Sellers shall be responsible for maintaining comply with the terms of the Custodial Agreement and the Purchaser shall pay all fees and expenses of the Custodian. On The Sellers shall or shall cause the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears Interim Servicer to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan Document. The Seller shall forward to the Custodian Custodian, or to such other Person as the Purchaser shall designate in writing, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) this Agreement within one week two weeks of their execution, provided, however, that the Seller Sellers shall provide the Custodian Custodian, or to such other Person as the Purchaser shall designate in writing, with a certified true copy of any such document submitted for recordation within one week two weeks of its execution, and shall promptly provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty one hundred twenty (60120) days of its submission for recordation. In the event any document required to be delivered to the Custodian in the Custodial Agreement, including an original or copy of any document submitted for recordation to the appropriate public recording office, is not so delivered to the Custodian, or to such other Person as the Purchaser shall designate in writing, within one hundred twenty (120) days following the related Closing Date (other than with respect to the Assignments of Mortgage which, for any Mortgage Loans not registered on MERS, shall be delivered to the Custodian in blank and recorded subsequently by the Purchaser or its designee), and in the event that the applicable Seller does not cure such failure within 30 days of discovery or receipt of written notification of such failure from the Purchaser, the related Mortgage Loan shall, upon the request of the Purchaser, be repurchased by such Seller at the price and in the manner specified in Section 9.03. The foregoing repurchase obligation shall not apply in the event that such Seller cannot deliver an original document submitted for recordation to the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided that such Seller shall instead deliver a final recording receipt of such recording office or, if such recording receipt is not available, an officer's certificate of an officer of such Seller, confirming that such documents have been accepted for recording; provided that, upon request of the Purchaser and delivery by the Purchaser to such Seller of a schedule of the related Mortgage Loan Schedule for Loans, the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date applicable Seller shall reissue and deliver to the Purchaser no later than or its designee said officer's certificate. At the date set forth Purchaser's discretion the Sellers may provide a court certified copy of such document in place of an original copy if such original has not been returned within one hundred eighty (180) days of the related Purchase Price Closing Date. The Sellers shall pay all initial recording fees, if any, for the assignments of mortgage and Terms Agreement. In the event that new, replacement, substitute any other fees or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver costs in transferring all original documents to the Custodian or, upon written request of the new Stock CertificatesPurchaser, together with to the related Stock Powers in blankPurchaser or the Purchaser's designee. Such new Stock Certificates For any Mortgage Loans not registered on MERS, the Purchaser or the Purchaser's designee shall be subject to responsible for recording the related Pledge Instruments Assignments of Mortgage and shall be subject reimbursed by the applicable Seller for the costs associated therewith pursuant to all of the terms, covenants and conditions of this Agreementpreceding sentence.

Delivery of Mortgage Loan Documents. No later than In connection with such transfer and assignment, the date Seller will deliver to, and deposit with, the Purchaser or the Purchaser's designee, the documents or instruments set forth in Section 2.01 of the related Purchase Price Pooling and Terms Servicing Agreement at the time set forth in Section 2.01 of the Pooling and Servicing Agreement, except as described below. In instances where an original recorded Mortgage or power of attorney cannot be delivered by the Seller to the Purchaser within 60 days following the Closing Date, due to a delay in connection with the recording of such Mortgage or power of attorney, the Seller shall may, in lieu of delivering such original recorded Mortgage or power of attorney referred to in clause (ii) of Section 2.01 of the Pooling and Servicing Agreement, deliver and release to the Custodian those Purchaser a copy thereof, provided that the Seller certifies that the original Mortgage Loan Documents as required or power of attorney has been delivered for recordation. In instances where an Assignment in recordable form cannot be delivered by this Agreement with respect to each Mortgage Loan included in the related Mortgage Loan Package, a list of which is attached as Exhibit B hereto. On or prior Seller to the related Purchaser within 60 days following the Closing Date, due to a delay in connection with the Custodian shall have certified its recording of the Mortgage, the Seller may, in lieu of delivering the completed assignment in recordable form referred to in clause (iii) of Section 2.01 of the Pooling and Servicing Agreement to the Purchaser, deliver such assignment to the Purchaser completed except for recording information. In all such instances, the Seller will deliver the original recorded Mortgage or power of attorney and completed Assignment (if applicable) to the Purchaser promptly upon receipt of all such Mortgage Loan Documents required or power of attorney. In instances where an original recorded Mortgage or power of attorney has been lost or misplaced, the Seller may deliver or cause to be delivered pursuant delivered, in lieu of such Mortgage or power of attorney, a copy of such Mortgage or power of attorney bearing recordation information and certified as true and correct by the office in which recordation thereof was made. In instances where the original or a copy of the title insurance policy referred to in clause (v) of Section 2.01 of the Pooling and Servicing Agreement (which may be a certificate relating to a master policy of title insurance) pertaining to the Custodial Agreement, as evidenced Mortgaged Property relating to a Mortgage Loan cannot be delivered by the initial certification of the Custodian in the form annexed Seller to the Custodial Agreement. The Purchaser shall be responsible for maintaining within 60 days following the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller may, in lieu of delivering the original or a copy of such title insurance, deliver to the Purchaser a binder, if available, with respect to such policy (which may be a certificate relating to a master policy of title insurance) and shall release use its commercially reasonable effort to deliver the original or a copy of such policy (which may be a certificate relating to a master policy of title insurance) to the Purchaser thereafter, and in any interest that it has in event, within one year of the Closing Date. Notwithstanding the foregoing, however, with respect to 10% of the Mortgage Loans, by aggregate principal balance of the Mortgage Loan Documents upon its receipt as of the Purchase Price for Cut-off Date, the Mortgage LoansSeller will not be required to deliver the original or a copy of the title insurance referred to in clause (v) of Section 2.01 of the Pooling and Servicing Agreement. Within thirty In instances where an original assumption or modification agreement cannot be delivered by the Seller to the Purchaser within 60 days following the Closing Date, the Seller may, in lieu of delivering the original of such agreement, deliver a certified copy thereof. To the extent not already recorded, the Seller shall promptly (30and in no event later than 60 days following the later of (i) days the Closing Date and (ii) the date of receipt by the Seller of any notice from the Purchaser recording information for a Mortgage) submit or cause to be submitted for recording, at no expense to the Custodian trust fund, in the appropriate public office for real property records, each Assignment delivered to it pursuant to Section 2.01(iii) of the Pooling and Servicing Agreement. In the event that any such Assignment is lost or returned unrecorded because of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”)defect therein, the Seller shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such Material Defect defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. Notwithstanding the foregoing, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments shall not be required to be submitted for recording (andexcept with respect to any Mortgage Loan located in Maryland and Florida) unless such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided, in such eventhowever, the Seller shall provide submit each Assignment for recording, at no expense to the Purchaser trust fund, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Master Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 of the Pooling and Servicing Agreement and (v) with an Officer’s Certificate confirming that such cure has been effected)respect to any one Assignment the occurrence of a foreclosure relating to the Mortgagor under the related Mortgage. If With respect to a maximum of approximately 4.00% of the Original Mortgage Loans, by outstanding principal balance of the Original Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to in the Pooling and Servicing Agreement cannot be located, the obligations of the Seller does not so cure to deliver such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss documents shall be deemed to be attributable satisfied upon delivery to the failure Purchaser of a lost note affidavit and a photocopy of the related Mortgage Note; provided, however, that the Seller may deliver a lost note affidavit for up to cure 2.00% of the Original Mortgage Loans, by outstanding principal balance of the Original Mortgage Loans as of the Cut-off Date, without attaching a Material Defect if, as determined by photocopy of the related Mortgage Note thereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Purchaser acting in good faith, absent such Material Defectis subsequently located, such loss would not have been incurred. In addition original Mortgage Note shall be delivered to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan DocumentTrustee within ten Business Days. The Seller shall forward deliver or cause to be delivered to the Custodian Purchaser promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) within one week of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week of its execution, and shall provide the Loan. All original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office documents relating to be a true and complete copy of the original within sixty (60) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date that are not delivered to the Purchaser no later than are and shall be held by or on behalf of the date set forth Seller in trust for the related Purchase Price and Terms Agreementbenefit of the Trustee on behalf of the Certificateholders. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver any such original document is required pursuant to the Custodian the new Stock Certificatesterms of this Section to be a part of a Mortgage File, together with the related Stock Powers in blank. Such new Stock Certificates such document shall be subject delivered promptly to the related Pledge Instruments and Purchaser. Any such original document delivered to or held by the Purchaser that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be subject delivered promptly to all of the terms, covenants and conditions of this AgreementSeller.

Delivery of Mortgage Loan Documents. No later than the date set forth The Seller or Servicer, as applicable, shall from time to time in the related Purchase Price and Terms Agreementconnection with each Closing Date, the Seller shall at least five (5) Business Days prior to such Closing Date, deliver and release to the Custodian those Mortgage Loan Documents as required by this Agreement set forth on Exhibit 13 hereto with respect to each Mortgage Loan included in to be purchased and sold on the related Closing Date and set forth on the related Mortgage Loan PackageSchedule delivered with such Mortgage Loan Documents. The Seller or Servicer, as applicable, shall provide the Purchaser, or its designee, with a list copy, certified by the Seller or Servicer, as applicable, to be a true and complete copy of which is attached as Exhibit B hereto. On any original document submitted for recordation on or before the fifth Business Day prior to the related Closing Date. If the original or copy of any document submitted for recordation to the appropriate recording office is not delivered to the Purchaser or its designee within 180 days following the related Closing Date due to a delay at the applicable recording office, the Seller, or Servicer, as applicable, shall deliver to the Purchaser an officer’s written certification certifying that the delay in delivering the original recorded document to the Purchaser is due solely to delays at the applicable recording office and that the Seller or Servicer shall deliver the original recorded documents no later than twelve (12) months after the related Closing Date. The Servicer shall provide to each of the Purchaser and the Custodian a notice containing a list of authorized servicing officers (each, an “Authorized Representative”) for the purpose of giving and receiving notices, requests and instructions and delivering certificates and documents in connection with this Agreement. Such notice shall contain the specimen signature for each Authorized Representative. From time to time, the Servicer may, by delivering to the others a revised notice, change the information previously given pursuant to this Section, but each of the parties hereto shall be entitled to rely conclusively on the then current notice until receipt of a superseding notice. The Custodian shall have certified certify its receipt of all such Mortgage Loan Documents required to be delivered pursuant to this Agreement for the Custodial Agreementrelated Closing Date, as evidenced by the initial certification Trust Receipt of the Custodian in the form annexed to the Custodial Agreement. The Purchaser Servicer shall be responsible for maintaining the Custodial Agreement and shall pay all during the Interim Servicing Period. The fees and expenses of the Custodian. On the related Closing Date, the Seller Custodian during such period shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt be paid by the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan DocumentSeller. The Seller shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) this Agreement within one week two weeks of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week two weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty one hundred twenty (60120) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative SharesIf such document has not been received after such 120 day period, the Seller shall promptly deliver an officer’s certificate to the Custodian Purchaser certifying that such failure was due solely to (i) the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all failure of the termsapplicable recorder’s office to return such document sent for recording or (ii) the failure of the title insurer to issue and deliver the original mortgagee title policy; provided that in any event, covenants and conditions Seller shall cause such document to be delivered to Purchaser within six months of this Agreementits submission for recordation or at the Purchaser’s option, Seller shall repurchase such Mortgage Loan from the Purchaser within two (2) Business Days of request at the Repurchase Price.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the The Seller shall deliver and release to the Custodian those Purchaser or its designee the Mortgage Loan Documents as no later than five Business Days prior to the Closing Date pursuant to a bailee letter agreement. If the Seller cannot deliver the original recorded Mortgage Loan Documents on the Closing Date, the Seller shall, promptly upon receipt thereof and in any case not later than 90 days from the Closing Date, deliver such original recorded documents to the Purchaser or its designee (unless the Seller is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office). If delivery is not completed within 90 days of the Closing Date solely because such documents shall not have been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered to the Purchaser or its designee a Seller’s Officer’s Certificate that shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered to the Purchaser or its designee due solely to a delay caused by the public recording office and (iii) state the amount of time generally required by this Agreement the applicable recording office to record and return a document submitted for recordation. In the event that documents have not been received by the date specified in the Seller’s Officer’s Certificate, a subsequent Seller’s Officer’s Certificate shall be delivered by such date specified in the prior Seller’s Officer’s Certificate, stating a revised date for receipt of documentation. The procedure shall be repeated until the documents have been received and delivered. The Seller shall use its best efforts to effect delivery of all delayed recorded documents within 120 days of the Closing Date. Pursuant to Section 10.11, the Seller shall be responsible for recording the Assignments of Mortgage (or Form UCC-3’s for Co-op Loans). The Seller shall pay all initial recording fees for the Assignments of Mortgage (or Form UCC-3’s for Co-op Loans) and any other fees in connection with respect to each the transfer of the Mortgage Loan included in Documents to the related Mortgage Loan Package, a list of which is attached as Exhibit B heretoPurchaser or its designee. On or No later than five days prior to the related Closing Date, the Custodian Seller shall have certified its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the initial certification provide a copy of the Custodian in the form annexed commitment for title insurance to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from the Purchaser or its designee. Any review by the Custodian that any Purchaser or its designee of the Mortgage Loan Documents is missingFiles shall in no way alter or reduce the Seller’s obligations hereunder. If the Purchaser or its designee discovers any defect with respect to any document constituting part of a Mortgage File, does not appear regular on the Purchaser shall, or shall cause its face (i.e.designee to, is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated give written specification of such defect to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), Seller and the Seller shall cure or repurchase such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan Document. The Seller shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) within one week of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty (60) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreement3.03.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the The Seller shall deliver and release to the Custodian those Purchaser or its designee, LaSalle Bank, National Association the Mortgage Loan Documents. The Mortgage Loan Documents as required shall be delivered by this Agreement with respect the Seller to each Mortgage Loan included in the related Mortgage Loan PackagePurchaser or its designee, a list of which is attached as Exhibit B hereto. On or LaSalle Bank, National Association, at least five (5) Business Days prior to the related Closing Date pursuant to a bailee letter agreement. All other documents in Exhibit A hereto, together with all other documents executed in connection with the Mortgage Loan that Seller may have in its possession, shall be delivered to the Custodian within 90 days from the Closing Date. On a best efforts basis, the Seller shall deliver all original documents within 90 days of the Closing Date, but in no event later than 180 days of the Custodian Closing Date. If delivery is not completed within 180 days of the Closing Date solely due to delays in making such delivery by reason of the fact that such documents shall not have certified been returned by the appropriate recording office, Seller shall deliver such document to Purchaser, or its designee, within such time period as specified in a Seller's Officer's Certificate. In the event that documents have not been received by the date specified in the Seller's Officer's Certificate, a subsequent Seller's Officer's Certificate shall be delivered by such date specified in the prior Seller's Officer's Certificate, stating a revised date for receipt of documentation. The procedure shall be repeated until the documents have been received and delivered. The Seller shall continue to use commercially reasonable best efforts to effect delivery within 270 days of the Closing Date. The Seller shall pay all such initial recording fees, for the Assignments of Mortgage Loan Documents required to be delivered pursuant or Form UCC-3's for Co-op Loans and any other fees in connection with the transfer of all original documents to the Custodial AgreementPurchaser or its designee. Seller shall prepare, as evidenced by in recordable form, all Assignments of Mortgage or Form UCC-3's for Co-op Loans necessary to assign the initial certification of the Custodian in the form annexed Mortgage Loans to the Custodial AgreementPurchaser, or its designee. The Purchaser Seller shall be responsible for maintaining recording the Custodial Agreement and Assignments of Mortgage or Form UCC-3's for Co-op Loans. Seller shall pay all fees and expenses provide a copy of the Custodian. On title insurance policy to Purchaser or its designee within ninety (90) days of the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price recorded documents (required for issuance of such policy) from the applicable recording office. Any review by the Purchaser, or its designee, of the Mortgage LoansFiles shall in no way alter or reduce the Seller's obligations hereunder. Within thirty (30) days of receipt by the Seller of any notice from If the Purchaser or its designee discovers any defect with respect to a Mortgage File, the Custodian that any Purchaser shall, or shall cause its designee to, give written specification of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated such defect to the Mortgage Loans identified Seller in the Mortgage Loan Schedule (eachexception report or the certification delivered pursuant to this Section 2.07, a “Material Defect”), and the Seller shall cure or repurchase such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection accordance with any missing, mutilated or improper Mortgage Loan DocumentSection 3.03. The Seller shall forward to the Custodian Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with Section 4.01 or 6.01 in accordance with the Section 4(a) and 4(w) within one week of their execution, XXXXXX MAE Guides; provided, however, that the Seller shall provide the Custodian Purchaser, or its designee, with a certified true copy of any such document submitted for recordation within one week of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty (60) days of its submission for recordation. The From time to time, in order to fulfill its obligations hereunder, the Seller may have a need for Mortgage Loan Documents to be released from Purchaser, or its designee. Purchaser shall, or shall cause its designee, upon the written request of the Seller, within ten (10) Business Days, deliver to the Seller, any requested documentation previously delivered to Purchaser as part of the Mortgage File, provided that such documentation is promptly returned to Purchaser, or its designee, when the Seller no longer requires possession of the document, and provided that during the time that any such documentation is held by the Seller, such possession is in trust for the benefit of Purchaser. Seller shall indemnify Purchaser, and its designee, from and against any and all losses, claims, damages, penalties, fines, forfeitures, costs and expenses (including court costs and reasonable attorney's fees) resulting from or related to the loss, damage, or misplacement of any documentation delivered to Seller pursuant to this paragraph. Any and all documents required to be delivered pursuant to this Section 2.07 other than those Mortgage Loan Documents required to be delivered within five (5) Business Days prior to the Closing Date pursuant to a bailee letter agreement shall be delivered to the Custodian. With respect to the Mortgage Loan Documents listed as items 2, 3, 5 and 6 on Exhibit A attached hereto (the "Remaining Mortgage Loan Documents"), Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date such documents to the Purchaser no later than Custodian within 90 days from the date set forth in the related Purchase Price and Terms AgreementClosing Date. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect Seller fails to existing Cooperative Sharesdeliver the Remaining Mortgage Loan Documents within the time frame specified above, the Seller shall, at the Purchaser's option, upon written notice from the Purchaser, repurchase any such Mortgage Loan. Upon reconstitution of the Mortgage Loans as outlined Article 11, should Purchaser or any other party require possession of the Remaining Mortgage Loan Documents, Seller shall promptly deliver such Remaining Mortgage Loan Documents to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject party requesting such documents or to the related Pledge Instruments Custodian, as the case may be. Seller represents and shall be subject to warrants that it is in possession of all the Remaining Mortgage Loan Documents for each Mortgage Loan in this Purchase Transaction, and will indemnify the Purchaser or its successors and assigns for any losses incurred as a result of the termsSeller not having complete, covenants and conditions of this Agreementoriginal Remaining Mortgage Loan documents.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the The Seller shall deliver and release to the Custodian no later than five (5) Business Days prior to the related Closing Date pursuant to a mutually acceptable bailee letter those Mortgage Loan Documents as required by this Agreement set forth on Exhibit A hereto with respect to each Mortgage Loan included in set forth on the related Mortgage Loan Package, a list Schedule. The Seller shall pay all costs associated with the shipment of which is attached as Exhibit B hereto. On or prior to the related Closing Date, the Custodian shall have certified its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial AgreementCustodian. The Seller and the Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan Documenteach party. The Seller shall forward to the Custodian Custodian, or to such other Person as the Purchaser shall designate in writing, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with this Agreement prior to the Section 4(a) and 4(w) Servicing Transfer Date within one week two weeks of their execution, provided, however, that the Seller shall provide the Custodian Custodian, or to such other Person as the Purchaser shall designate in writing, with a certified true copy of any such document submitted for recordation within one week two weeks of its execution, and shall promptly provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty ninety (6090) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that newany document required to be delivered to the Custodian under this Agreement, replacementincluding an original or copy of any document submitted for recordation to the appropriate public recording office, substitute is not so delivered to the Custodian, or additional Stock Certificates are issued to such other Person as the Purchaser shall designate in writing, within ninety (90) days following the related Closing Date (other than with respect to existing Cooperative Sharesthe Assignments of Mortgage which shall be delivered pursuant to this Section 6.03), and in the event that the Seller does not cure such failure within 30 days of discovery or receipt of written notification of such failure from the Purchaser, the related Mortgage Loan shall, upon the request of the Purchaser, be repurchased by the Seller at the price and in the manner specified in Section 8.03. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver an original document submitted for recordation to the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such recording receipt is not available, an Officer’s Certificate of a servicing officer of the Seller, confirming that such documents have been accepted for recording; provided that, upon request of the Purchaser and delivery by the Purchaser to the Seller of a schedule of the related Mortgage Loans, the Seller shall promptly reissue and deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blankPurchaser or its designee said Officer’s Certificate. Such new Stock Certificates All Assignments of Mortgage shall be subject promptly recorded in the name of the Purchaser or in ‘blank’ or in the name of a Person designated by the Purchaser in all appropriate public offices for real property records. The Seller shall pay all initial recording fees, if any, for each Assignment of Mortgage and any other fees or costs in transferring all original documents to the related Pledge Instruments and shall be subject to all Custodian or, upon written request of the termsPurchaser, covenants and conditions of this Agreementto the Purchaser or the Purchaser’s designee.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the The Seller shall deliver and release to the Custodian those Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan included in the related Mortgage Loan Package, a list of which is attached as Exhibit B hereto. On or prior to the related Closing Date, the Custodian shall have certified its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents on the Closing Date upon its receipt of the Purchase Price for Price. The Seller may make available to the Purchaser at a mutually agreed time and location the Mortgage LoansLoan Documents to facilitate a review. Within thirty (30) days of receipt by If the Seller of cannot deliver the original recorded Mortgage Loan Documents on the Closing Date, the Seller shall, promptly upon receipt thereof and in any notice case not later than 240 days from the Closing Date, deliver such original recorded Mortgage Loan Documents to the Purchaser or the Custodian that any appointed custodian (unless the Seller is delayed in making such delivery by reason of the fact that such Mortgage Loan Documents shall not have been returned by the appropriate recording office). If delivery is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to completed within 240 days of the Mortgage Loans identified in the Closing Date solely because such Mortgage Loan Schedule (each, a “Material Defect”)Documents shall not have been returned by the appropriate recording office, the Seller shall cure deliver such Material Defect (andMortgage Loan Documents to Purchaser, or the appointed custodian, within such time period as specified in an electronic communication from the Seller. In the event that documents have not been received by the date specified in the electronic communication from the Seller, a subsequent electronic communication from the Seller shall be transmitted by such eventdate specified in the prior electronic communication, stating a revised date for receipt of documentation. The Seller shall include with each electronic communication a listing of all delayed recorded documents. The procedure shall be repeated until the documents have been received and delivered. The Seller shall use commercially reasonable efforts to effect delivery of all delayed recorded documents within 240 days of the Closing Date. If delivery of all Mortgage Loan Documents with respect to any Mortgage Loan is not completed within 360 days of the Closing Date then, at Purchaser’s option, the Seller shall provide repurchase such Mortgage Loan in such manner set forth in Section 7.03. Any review by the Purchaser with an Officeror its designee of the Mortgage Files shall in no way alter or reduce the Seller’s Certificate confirming that such cure has been effected)obligations hereunder. If the Seller does not so cure such Material DefectPurchaser or its designee discovers any material defect with respect to any document constituting part of a Mortgage File, it the Purchaser shall, if or shall cause its designee to, give written specification of such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable defect to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, and the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated cure or improper repurchase such Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection accordance with any missing, mutilated or improper Mortgage Loan DocumentSection 7.03. The Seller shall forward to the Custodian Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(awithin ten (10) and 4(w) within one week days of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week of its execution, execution and shall also provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty forty-five (6045) days of its submission for recordationthe Seller’s receipt of such original or true and complete copy of the original from the appropriate public recording office. The Seller shall deliver a final Mortgage Loan Schedule for executed originals of each of the Mortgage Loans included documents listed on Exhibit 1. Any of the other documents listed on Exhibit 2 may, in any Mortgage Loan Package to the sole discretion of the Seller, be purchased on any Closing Date delivered to the Purchaser no later than the date set forth or its designee solely in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver electronic format reasonably acceptable to the Custodian Purchaser within the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreementtime frames specified herein.

Delivery of Mortgage Loan Documents. No later than Pursuant to the date set forth in the related Purchase Price and Terms Custodial Agreement, the Seller shall from time to time in connection with each Closing Date, at least five (5) Business Days prior to such Closing Date, deliver and release to the Custodian those the Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan included in to be purchased and sold on the related Closing Date and set forth on the related Mortgage Loan Package, a list of which is attached as Exhibit B heretoSchedule delivered with such Mortgage Loan Documents. On or prior to the related Closing Date, the The Custodian shall have certified certify its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial AgreementAgreement for the related Closing Date, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all during the Preliminary Servicing Period. The fees and expenses of the Custodian. On the related Closing Date, the Seller Custodian during such period shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt be paid by the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan DocumentPurchaser. The Seller shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) this Agreement within one week two weeks of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week two weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty (60) ninety days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller immediately shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreement. In addition, in connection with the assignment of any MERS Mortgage Loan, the Seller agrees that it will cause, at the Seller's expense, the MERS System to indicate that such Mortgage Loans have been assigned by the Seller to the Purchaser in accordance with this Agreement (or deleted, in the case of Mortgage Loans that are repurchased in accordance with this Agreement) by including in such computer files the information required by the MERS System to identify the Purchaser as the beneficial holder of such Mortgage Loans. The Seller further agrees that it will not alter the codes referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms hereof. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Seller shall either (i) cause MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS System in accordance with MERS' rules and regulations or (ii) cause MERS to designate on the MERS System the Seller or its designee as the beneficial holder of such Mortgage Loan.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the The Seller shall deliver and release to the Custodian those Purchaser or the custodian appointed by the Purchaser the Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan included Documents, under the bailee agreement in the related Mortgage Loan Packageform of Exhibit 4 attached hereto, a list of which is attached as Exhibit B hereto. On or no later than four (4) Business Days prior to the related Closing DateDate or, upon the Custodian shall have certified its receipt request of all such the Purchaser, earlier, if necessary or desirable to facilitate a review. If the Seller cannot deliver the original recorded Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On on the related Closing Date, the Seller shall release shall, promptly upon receipt thereof and in any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty case not later than one hundred twenty (30120) days of receipt by from the Seller of any notice from Closing Date, deliver such original recorded documents to the Purchaser or the Custodian that any appointed custodian (unless the Seller is delayed in making such delivery by reason of the Mortgage Loan Documents fact that such documents shall not have been returned by the appropriate recording office). If delivery is missing, does not appear regular on its face completed within one hundred twenty (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered120) or appears to be unrelated to days of the Mortgage Loans identified in related Closing Date solely because such documents shall not have been returned by the Mortgage Loan Schedule (each, a “Material Defect”)appropriate recording office, the Seller shall cure deliver such Material Defect document to Purchaser, or the appointed custodian, within such time period as specified in a Seller’s Officer’s Certificate. In the event that documents have not been received by the date specified in the Seller’s Officer’s Certificate, a subsequent Seller’s Officer’s Certificate shall be delivered by such date specified in the prior Seller’s Officer’s Certificate, stating a revised date for receipt of documentation. The procedure shall be repeated until the documents have been received and delivered. The Seller shall use its best efforts to effect delivery of all delayed recorded documents within one hundred eighty (and180) days of the related Closing Date. If delivery of all Mortgage Loan Documents with respect to any Mortgage Loan is not completed within three hundred sixty (360) days of the related Closing Date then, in such eventat Purchaser’s option, the Seller shall provide repurchase such Mortgage Loan in such manner set forth in Section 7.03. Any review by the Purchaser with an Officeror its designee of the Mortgage Files shall in no way alter or reduce the Seller’s Certificate confirming that such cure has been effected)obligations hereunder. If the Seller does not so cure such Material DefectPurchaser or its designee discovers any defect with respect to any document constituting part of a Mortgage File, it the Purchaser shall, if or shall cause its designee to, give written specification of such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable defect to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, and the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated cure or improper repurchase such Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection accordance with any missing, mutilated or improper Mortgage Loan DocumentSection 7.03. The Seller shall forward to the Custodian Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(awithin ten (10) and 4(w) within one week Business Days of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week of its execution, execution and shall also provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty ten (6010) days Business Days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for return from the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreementappropriate public recording office.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the The Seller shall deliver and release to the Custodian those Purchaser or the custodian appointed by the Purchaser the Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan included in the related Mortgage Loan Package, a list of which is attached as Exhibit B hereto. On or no later than four (4) Business Days prior to the related Closing DateDate or, upon the Custodian request of the Purchaser, earlier, if necessary or desirable to facilitate a review, pursuant to a bailee letter agreement. The Purchaser or its custodian shall have certified certify its receipt of all such the Mortgage Loan Documents. If the Seller cannot deliver the original recorded Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On on the related Closing Date, the Seller shall release shall, promptly upon receipt thereof and in any interest that it has in case not later than 120 days from the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from Closing Date, deliver such original recorded documents to the Purchaser or the Custodian that any appointed custodian (unless the Seller is delayed in making such delivery by reason of the Mortgage Loan Documents fact that such documents shall not have been returned by the appropriate recording office). If delivery is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to completed within 120 days of the Mortgage Loans identified in related Closing Date solely because such documents shall not have been returned by the Mortgage Loan Schedule (each, a “Material Defect”)appropriate recording office, the Seller shall cure deliver such Material Defect (anddocument to Purchaser, or the appointed custodian, within such time period as specified in a Seller’s Officer’s Certificate. In the event that documents have not been received by the date specified in the Seller’s Officer’s Certificate, a subsequent Seller’s Officer’s Certificate shall be delivered by such eventdate specified in the prior Seller’s Officer’s Certificate, stating a revised date for receipt of documentation. The procedure shall be repeated until the documents have been received and delivered. The Seller shall use its best efforts to effect delivery of all delayed recorded documents within 180 days of the related Closing Date. If delivery of all Mortgage Loan Documents with respect to any Mortgage Loan is not completed within 360 days of the related Closing Date then, at Purchaser’s option, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that repurchase such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser manner set forth in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan DocumentSection 7.03. The Seller shall forward to the Custodian Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) within one week of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week of its execution, execution and shall also provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty five (605) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for return from the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreementappropriate public recording office.

Delivery of Mortgage Loan Documents. No later than the date set forth The Seller or Servicer, as applicable, shall from time to time in the related Purchase Price and Terms Agreementconnection with each Closing Date, the Seller shall at least five (5) Business Days prior to such Closing Date, deliver and release to the Custodian those Mortgage Loan Documents as required by this Agreement set forth on Exhibit 13 hereto with respect to each Mortgage Loan included in to be purchased and sold on the related Closing Date and set forth on the related Mortgage Loan PackageSchedule delivered with such Mortgage Loan Documents. The Seller or Servicer, as applicable, shall provide the Purchaser, or its designee, with a list copy, certified by the Seller or Servicer, as applicable, to be a true and complete copy of which is attached as Exhibit B hereto. On any original document submitted for recordation on or before the fifth Business Day prior to the related Closing Date. If the original or copy of any document submitted for recordation to the appropriate recording office is not delivered to the Purchaser or its designee within 180 days following the related Closing Date due to a delay at the applicable recording office, the Seller, or Servicer, as applicable, shall deliver to the Purchaser an officer's written certification certifying that the delay in delivering the original recorded document to the Purchaser is due to delays at the applicable recording office and that the Seller or Servicer shall deliver the original recorded documents no later than twelve (12) months after the related Closing Date. The Servicer shall provide to each of the Purchaser and the Custodian a notice containing a list of authorized servicing officers (each, an "Authorized Representative") for the purpose of giving and receiving notices, requests and instructions and delivering certificates and documents in connection with this Agreement. Such notice shall contain the specimen signature for each Authorized Representative. From time to time, the Servicer may, by delivering to the others a revised notice, change the information previously given pursuant to this Section, but each of the parties hereto shall be entitled to rely conclusively on the then current notice until receipt of a superseding notice. The Custodian shall have certified certify its receipt of all such Mortgage Loan Documents required to be delivered pursuant to this Agreement for the Custodial Agreementrelated Closing Date, as evidenced by the initial certification Trust Receipt and Initial Certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan Document. The Seller Servicer shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) this Agreement within one week two weeks of their execution, provided, however, that the Seller Servicer shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week two weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty (60) ninety days of its submission for recordation. The In the event the Seller shall deliver a final Mortgage Loan Schedule for or Servicer, as applicable, does not comply with the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date delivery requirements set forth in this Subsection 6.03 and such noncompliance materially and adversely affects the Purchaser's interest in the Mortgage Loan, the Purchaser shall notify the Seller or Servicer, as applicable, of such noncompliance, and the Seller or Servicer, as applicable, shall correct or cure the related Purchase Price and Terms Agreementomission or defect within thirty (30) days of the receipt of such notice. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, If the Seller or Servicer, as applicable, does not correct or cure such material and adverse omission or defect within such period, then the Seller or Servicer, as applicable, shall promptly deliver to repurchase such Mortgage Loan from the Custodian Purchaser within two (2) Business Days after the new Stock Certificates, together with expiration of such thirty (30) day period at the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this AgreementRepurchase Price.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the The Seller shall deliver and release to the Custodian no later than ten (10) Business Days prior to the related Closing Date those Mortgage Loan Documents set forth on Exhibit A-1 hereto as required by this the Custodial Agreement with respect to each Mortgage Loan included in set forth on the related Mortgage Loan Package, a list of which is attached as Exhibit B heretoSchedule. On or prior to the related Closing Date, the The Custodian shall have certified certify its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial AgreementAgreement for the related Closing Date, as evidenced by the initial certification Initial Certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser Seller shall be responsible for maintaining comply with the terms of the Custodial Agreement and the Purchaser shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan Document. The Seller shall or shall cause the Interim Servicer to forward to the Custodian Custodian, or to such other Person as the Purchaser shall designate in writing, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) this Agreement within one week two weeks of their execution, provided, however, that the Seller shall provide the Custodian Custodian, or to such other Person as the Purchaser shall designate in writing, with a certified true copy of any such document submitted for recordation within one week two weeks of its execution, and shall promptly provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be -18- a true and complete copy of the original within sixty two (602) days weeks following receipt of its submission for recordation. The Seller the original document by the Interim Servicer; provided, however, that such original recorded document or certified copy thereof shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date delivered to the Purchaser no later than 180 days following the date set forth related Closing Date, unless there has been a delay at the applicable recording office. If the original or copy of any document submitted for recordation to the appropriate public recording office is not delivered to the Purchaser or its designee within 180 days following the related Closing Date, the related Mortgage Loan shall, upon the request of the Purchaser, be repurchased by the Seller at the price and in the related Purchase Price and Terms Agreementmanner specified in Subsection 9.03. In The foregoing repurchase obligation shall not apply if the event that new, replacement, substitute Seller cannot cause the Interim Servicer to deliver such original or additional Stock Certificates are issued with respect copy of any document submitted for recordation to existing Cooperative Shares, the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; providedthat (i) the Seller shall promptly instead deliver a recording receipt of such recording office or, if such recording receipt is not available, an officer’s certificate of a servicing officer of the Seller, confirming that such document has been accepted for recording, and (ii) such document is delivered within twelve (12) months of the related Closing Date. The Seller shall pay all initial recording fees, if any, for the Assignments of Mortgage and any other fees or costs in transferring all original documents to the Custodian or, upon written request of the new Stock CertificatesPurchaser, together with to the related Stock Powers in blankPurchaser or the Purchaser’s designee. Such new Stock Certificates The Purchaser or the Purchaser’s designee shall be subject to responsible for recording the related Pledge Instruments Assignments of Mortgage and shall be subject reimbursed by the Seller for the costs associated therewith pursuant to all of the terms, covenants and conditions of this Agreement.preceding sentence. Subsection 6.04

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the The Seller shall deliver and release to the Custodian those Purchaser or its designee the Mortgage Loan Documents as required by this Agreement with respect no later than five (5) Business Days prior to each the Closing Date pursuant to a bailee letter agreement. If the Seller cannot deliver the original recorded Mortgage Loan included Documents on the Closing Date, the Seller shall, promptly upon receipt thereof and in any case not later than 90 days from the Closing Date, deliver such original recorded documents to the Purchaser or its designee (unless the Seller is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office). If delivery is not completed within 90 days of the Closing Date solely because such documents shall not have been returned by the appropriate recording office, Seller shall deliver such document to Purchaser, or its designee, within such time period as specified in a Seller’s Officer’s Certificate. In the event that documents have not been received by the date specified in the related Seller’s Officer’s Certificate, a subsequent Seller’s Officer’s Certificate shall be delivered by such date specified in the prior Seller’s Officer’s Certificate, stating a revised date for receipt of documentation. The procedure shall be repeated until the documents have been received and delivered. The Seller shall use its best efforts to effect delivery of all delayed recorded documents within 120 days of the Closing Date. Pursuant to Section 12.11, the Seller shall be responsible for recording the Assignments of Mortgage (or Form UCC-3’s for Co-op Loans). The Seller shall pay all initial recording fees, for the Assignments of Mortgage (or Form UCC-3’s for Co-op Loans) and any other fees in connection with the transfer of the Mortgage Loan Package, a list of which is attached as Exhibit B heretoDocuments to the Purchaser or its designee. On or No later than five (5) days prior to the related Closing Date, the Custodian Seller shall have certified its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the initial certification provide a copy of the Custodian in the form annexed commitment for title insurance to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from the Purchaser or its designee. Any review by the Custodian that any Purchaser or its designee of the Mortgage Loan Documents is missingFiles shall in no way alter or reduce the Seller’s obligations hereunder. If the Purchaser or its designee discovers any defect with respect to any document constituting part of a Mortgage File, does not appear regular on the Purchaser shall, or shall cause its face (i.e.designee to, is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated give written specification of such defect to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), Seller and the Seller shall cure or repurchase such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection accordance with any missing, mutilated or improper Mortgage Loan DocumentSection 3.03. The Seller Servicer shall forward to the Custodian Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) 4.01 or 6.01 within one week of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week of its execution, execution and shall also provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty five (605) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for return from the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreementappropriate public recording office.

Delivery of Mortgage Loan Documents. No later than Pursuant to various conveyance documents to be executed on the date set forth in Closing Date and pursuant to the related Purchase Price Pooling and Terms Servicing Agreement, the Seller shall deliver Purchaser will assign on the Closing Date all of its right, title and release to the Custodian those Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan included interest in the related Mortgage Loan Package, a list of which is attached as Exhibit B hereto. On or prior to the related Closing Date, the Custodian shall have certified its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loan Schedule (each, a “Material Defect”)Loans, the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed delivered or will deliver or cause to be attributable delivered to the failure of Trustee by the Seller Closing Date or such later date as is agreed to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, and the Seller shall indemnify (each of the Purchaser Closing Date and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable such later date is referred to as a “Mortgage File Delivery Date”) the items of each Mortgage File as defined in section 2.01 of the Pooling and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan Document. The Seller shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) within one week of their execution, Servicing Agreement; provided, however, that in lieu of the foregoing, the Seller shall provide may deliver the Custodian following documents under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will, upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Seller may deliver a true copy thereof with a certified true copy of any such document submitted for recordation within one week of its execution, and shall provide certification by the original of any document submitted for recordation or a copy Seller on the face of such document certified by the appropriate public recording office copy, substantially as follows: “Certified to be a true and complete correct copy of the original, which has been transmitted for recording”; (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Seller to such effect), the Seller may deliver photocopies of such documents containing an original within sixty certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (60z) days in lieu of its submission for recordationthe Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 2, the Seller may deliver lost note affidavits and indemnities of the Seller; provided, further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Seller to such effect. The Seller shall deliver a final Mortgage Loan Schedule for such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee promptly after they are received. The Seller shall cause the Mortgage Loans included in any and intervening assignments, if any, and the assignment of the Mortgage Loan Package to be purchased on any recorded not later than 180 days after the Closing Date Date, or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof to the Purchaser no later than effect that the date set forth recordation of such assignment is not necessary to protect the Trustee’s interest in the related Purchase Price and Terms AgreementMortgage Loan. In Upon the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Sharesrequest of the Purchaser, the Seller shall promptly deliver will assist the Purchaser in effecting the assignment referred to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreementabove.

Delivery of Mortgage Loan Documents. No later than the date set forth The Seller or Servicer, as applicable, shall from time to time in the related Purchase Price and Terms Agreementconnection with each Closing Date, the Seller shall at least five (5) Business Days prior to such Closing Date, deliver and release to the Custodian those Mortgage Loan Documents as required by this Agreement set forth on Exhibit 13 hereto with respect to each Mortgage Loan included in to be purchased and sold on the related Closing Date and set forth on the related Mortgage Loan PackageSchedule delivered with such Mortgage Loan Documents. The Seller or Servicer, as applicable, shall provide the Purchaser, or its designee, with a list copy, certified by the Seller or Servicer, as applicable, to be a true and complete copy of which is attached as Exhibit B hereto. On any original document submitted for recordation on or before the fifth Business Day prior to the related Closing Date. If the original or copy of any document submitted for recordation to the appropriate recording office is not delivered to the Purchaser or its designee within 180 days following the related Closing Date due to a delay at the applicable recording office, the Seller, or Servicer, as applicable, shall deliver to the Purchaser an officer's written certification certifying that the delay in delivering the original recorded document to the Purchaser is due to delays at the applicable recording office and that the Seller or Servicer shall deliver the original recorded documents no later than twelve (12) months after the related Closing Date. The Interim Servicer shall provide to each of the Purchaser and the Custodian a notice containing a list of authorized servicing officers (each, an "Authorized Representative") for the purpose of giving and receiving notices, requests and instructions and delivering certificates and documents in connection with this Agreement. Such notice shall contain the specimen signature for each Authorized Representative. From time to time, the Interim Servicer may, by delivering to the others a revised notice, change the information previously given pursuant to this Section, but each of the parties hereto shall be entitled to rely conclusively on the then current notice until receipt of a superseding notice. The Custodian shall have certified certify its receipt of all such Mortgage Loan Documents required to be delivered pursuant to this Agreement for the Custodial Agreementrelated Closing Date, as evidenced by the initial certification Trust Receipt and Initial Certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan Document. The Seller Interim Servicer shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) this Agreement within one week two weeks of their execution, provided, however, that the Seller Interim Servicer shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week two weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty (60) ninety days of its submission for recordation. The In the event the Seller shall deliver a final Mortgage Loan Schedule for or Servicer, as applicable, does not comply with the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date delivery requirements set forth in this Subsection 6.03 and such noncompliance materially and adversely affects the Purchaser's interest in the Mortgage Loan, the Purchaser shall notify the Seller or Servicer, as applicable, of such noncompliance, and the Seller or Servicer, as applicable, shall correct or cure the related Purchase Price and Terms Agreementomission or defect within thirty (30) days of the receipt of such notice. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, If the Seller or Servicer, as applicable, does not correct or cure such material and adverse omission or defect within such period, then the Seller or Servicer, as applicable, shall promptly deliver to repurchase such Mortgage Loan from the Custodian Purchaser within two (2) Business Days after the new Stock Certificates, together with expiration of such thirty (30) day period at the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this AgreementRepurchase Price.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the The Seller shall deliver and release to the Custodian those no later than five (5) Business Days prior to the related Closing Date the documents and instruments in the Mortgage Loan Documents as required by this Agreement with respect to File for each Mortgage Loan included in the related Mortgage Loan Package, a list of which is attached as Exhibit B hereto. On or prior to the related Closing Date, the The Custodian shall have certified certify its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial AgreementAgreement for the related Closing Date, as evidenced by the initial certification and trust receipt of the Custodian in the form annexed to the Custodial Agreement. The Purchaser Seller shall be responsible for maintaining comply with the terms of the Custodial Agreement and the Purchaser shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt charged by the Seller of any notice from Custodian associated with the Purchaser or the Custodian that any initial inventory and maintenance of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan DocumentDocuments. The Seller shall forward to the Custodian Custodian, or to such other Person as the Purchaser shall designate in writing, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) this Agreement within one week two weeks of their execution, provided, however, that the Seller shall provide the Custodian Custodian, or to such other Person as the Purchaser shall designate in writing, with a certified true copy of any such document submitted for recordation within one week two weeks of its execution, and shall promptly provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty (60) 180 days of the related Closing Date. In the event any document required to be delivered to the Custodian pursuant to the preceding paragraph, including an original or copy of any document submitted for recordation to the appropriate public recording office, is not so delivered to the Custodian, or to such other Person as the Purchaser shall designate in writing, within 180 days following the related Closing Date (other than with respect to the Assignments of Mortgage which shall be delivered to the Custodian in blank on or prior to the related Closing Date and recorded subsequently by the Purchaser or its submission designee), and in the event that the Seller does not cure such failure within 30 days of discovery or receipt of written notification of such failure from the Purchaser, the related Mortgage Loan shall, upon the request of the Purchaser, be repurchased by the Seller at the price and in the manner specified in Subsection 8.04. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recordationrecordation to the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction, provided that (i) the Seller shall deliver a recording receipt of such recording office or, if such recording receipt is not available, an Officer's Certificate of a servicing officer of the Seller, confirming that such documents have been accepted for recording (upon request of the Purchaser and delivery by the Purchaser to the Seller of a schedule of the related Mortgage Loans, the Seller shall reissue and deliver to the Purchaser or its designee said Officer's Certificate relating to the related Mortgage Loans), and (ii) such document is delivered within twelve (12) months of the related Closing Date. The Seller shall deliver a final Mortgage Loan Schedule pay all initial recording fees, if any, for the Mortgage Loans included assignments of mortgage and any other fees or costs in any Mortgage Loan Package transferring all original documents to be purchased on any Closing Date the Custodian or, upon written request of the Purchaser, to the Purchaser no later than or the date set forth in Purchaser's designee. The Purchaser or the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates Purchaser's designee shall be subject to responsible for recording the related Pledge Instruments Assignments of Mortgage and shall be subject reimbursed by the Seller for the costs associated therewith pursuant to all of the terms, covenants and conditions of this Agreementpreceding sentence.

Delivery of Mortgage Loan Documents. No later than Subject to Section 2.04 and Seller's retention of documents related to its interim servicing of the date set forth in the related Purchase Price and Terms AgreementMortgage Loans, the Seller shall deliver and release to the Custodian those Purchaser or its designee the Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan included in the related Mortgage Loan Package, a list of which is attached as Exhibit B hereto. On or no later than ten (10) Business Days prior to the related Closing Date pursuant to a bailee letter agreement. If the Seller cannot deliver the original recorded Mortgage Loan Documents on the Closing Date, the Custodian Seller shall, promptly upon receipt thereof and in any case not later than 180 days from the Closing Date, deliver such original recorded documents to the Purchaser or its designee (unless the Seller is delayed in making such delivery by reason of the fact that such documents shall not have certified been returned by the appropriate recording office). If delivery is not completed within 180 days of the Closing Date solely because such documents have not been returned by the appropriate recording office, Seller shall deliver such document to Purchaser, or its designee, within such time period as specified in a Seller's Officer's Certificate. In the event that documents have not been received by the date specified in the Seller's Officer's Certificate, a subsequent Seller's Officer's Certificate shall be delivered by such date specified in the prior Seller's Officer's Certificate, stating a revised date for receipt of documentation. The procedure shall be repeated until the documents have been received and delivered. The Seller shall effect delivery of all delayed recorded documents no later than 240 days from the Closing Date. In the event Seller is unable to deliver such Mortgage Loan Document or Documents required to in this time period, it shall notify Purchaser and the loan shall be delivered pursuant to the Custodial Agreementrepurchased, as evidenced by the initial certification of the Custodian set forth in the form annexed to the Custodial AgreementSection 3.03. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses recording Assignments of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from the Purchaser or the Custodian that any of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated with respect to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), from the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan Document. The Seller shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) within one week of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty (60) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than 120 days from the date set forth of receipt by the Purchaser. The Purchaser shall pay all initial recording fees, for the Assignments of Mortgage and any other fees in connection with the related Purchase Price and Terms Agreement. In transfer of the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver Mortgage Loan Documents to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this AgreementPurchaser or its designee.

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price and Terms Agreement, the The Seller shall deliver and release to the Custodian those Purchaser or its designee the Mortgage Loan Documents as required by this Agreement with respect no later than four (4) Business Days prior to each the related Closing Date pursuant to a bailee letter agreement. If the Seller cannot deliver the original recorded Mortgage Loan included Documents on the related Closing Date, the Seller shall, promptly upon receipt thereof and in any case not later than 270 days from the related Closing Date, deliver such original recorded documents to the Purchaser or its designee (unless the Seller is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office). If delivery is not completed within 270 days of the related Closing Date solely because such documents shall not have been returned by the appropriate recording office, the Seller shall notify the Purchaser of the same and indicate in such notice the approximate date on which such documents shall be delivered. The Seller shall provide the Purchaser with updated reports as to the status of such documents as necessary thereafter. The Seller shall use its best efforts to effect delivery of all delayed recorded documents within 360 days of the related Closing Date; provided, however, that if such documents are not delivered by the 360th day from the related Closing Date, the Seller shall, at Purchaser’s request, repurchase the related Mortgage Loan Package, a list of which is attached as Exhibit B heretoLoans at the Repurchase Price in accordance with Section 3.03 hereof. On or No later than three (3) days prior to the related Closing Date, the Custodian Seller shall have certified its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the initial certification provide a copy of the Custodian in the form annexed commitment for title insurance to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from the Purchaser or its designee. Any review by the Custodian that any Purchaser or its designee of the Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn Files shall in no way alter or otherwise physically altered) or appears to be unrelated to reduce the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an OfficerSeller’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected to result in a loss, repurchase the related Mortgage Loan at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan Documentobligations hereunder. The Seller shall forward to the Custodian Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a4.01 or 6.01 within two (2) and 4(w) within one week weeks of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week of its execution, execution and shall also provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty two (602) days weeks of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for return from the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreementappropriate public recording office.

Delivery of Mortgage Loan Documents. No later than At least two (2) ----------------------------------- Business Days prior to the date set forth in the related Purchase Price and Terms AgreementClosing Date, the Seller shall deliver and release to the Custodian those Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan included to the Purchaser or a bonded third party custodian (the "Custodian") and, in the related Mortgage Loan Packagecase of the latter, a list of which is attached as Exhibit B hereto. On or prior shall cause the Custodian to deliver to the related Closing Date, Purchaser a custodian's certification pursuant to which the Custodian shall have certified its receipt of all such Mortgage Loan Documents required to be delivered pursuant certifies to the Custodial AgreementPurchaser that (i) with respect to each Mortgage Loan, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in its Possession originals of each of the Mortgage Loan Documents, (ii) all of the Mortgage Loan Documents appear on their face to be genuine originals or copies, as applicable, and (iii) upon its receipt the Purchaser's wiring of the Purchase Price Proceeds to the Seller, that the Custodian shall hold the Mortgage Loan Documents with respect to each Mortgage Loan in trust for the Mortgage LoansPurchaser and will, subsequent thereto, act only in a manner consistent with the Purchaser's instructions with respect thereto. Within thirty (30) days of receipt by In the Seller of any notice from the Purchaser or the Custodian event that any of the Mortgage Loan Documents is missing, does set forth in clauses (c) through (e) of the definition of Mortgage Loan Documents in Article I have not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated been delivered --------- to the Mortgage Loans identified Purchaser in the Mortgage Loan Schedule time specified above (each, a “Material Defect”the "Missing Documents") either ----------------- because such Missing Documents have not been returned by the applicable public recording office with respect to items (c) and (d), or because the final original title policy has not yet been issued by the title company with respect to item (e), then the Seller shall cure such Material Defect (and, in such event, the Seller shall provide deliver to the Purchaser with an Officer’s Certificate confirming that certified true and correct copies of the same and shall further deliver the originals of any such cure has been effected)Missing Documents within fifteen (15) days of its receipt thereof, but in no event later than one hundred and twenty (120) days from the Closing Date. If the Seller does not so cure such Material Defect, it shall, if such Material Defect would under Accepted Servicing Practices reasonably be expected fails to result in deliver any of the Missing Documents relating to a loss, repurchase the related Mortgage Loan at within the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defect, such loss would not have been incurred. In addition to such repurchase obligationtime specified above, the Seller shall indemnify shall, upon written request from the Purchaser and hold it harmless against any lossesPurchaser, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper repurchase such Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan Document. The Seller shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) within one week of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty (60) days of its submission for recordation3.3. The Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date to the Purchaser no later than the date set forth in the related Purchase Price and Terms Agreement. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreement.-----------

Delivery of Mortgage Loan Documents. No later than the date set forth in the related Purchase Price In connection with such transfer and Terms Agreementassignment, the Seller shall Sellers do hereby deliver to, and release to the Custodian those Mortgage Loan Documents as required by this Agreement with respect to each Mortgage Loan included in the related Mortgage Loan Packagedeposit with, a list of which is attached as Exhibit B hereto. On or prior to the related Closing Date, the Custodian shall have certified its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and shall pay all fees and expenses of the Custodian. On the related Closing Date, the Seller shall release any interest that it has in the Mortgage Loan Documents upon its receipt of the Purchase Price for the Mortgage Loans. Within thirty (30) days of receipt by the Seller of any notice from the Purchaser or the Custodian Purchaser's designee, the documents or instruments set forth in Section 2.01 of the Pooling and Servicing Agreement. In instances where an original recorded Mortgage or power of attorney cannot be delivered by a Seller to the Purchaser prior to or concurrently with the execution and delivery of this Agreement, due to a delay in connection with the recording of such Mortgage, such Seller may, (a) in lieu of delivering such original recorded Mortgage or power of attorney referred to in clause (ii) of Section 2.01 of the Pooling and Servicing Agreement, deliver to the Purchaser a copy thereof, provided that such Seller certifies that the original Mortgage has been delivered to a title insurance company for recordation after receipt of its policy of title insurance or binder therefor (which may be a certificate relating to a master policy of title insurance), and (b) in lieu of delivering the completed assignment in recordable form referred to in clause (iii) of Section 2.01 of the Pooling and Servicing Agreement to the Purchaser, deliver such assignment to the Purchaser completed except for recording information. In all such instances, such Seller will deliver the original recorded Mortgage and completed assignment (if applicable) to the Purchaser promptly upon receipt of such Mortgage. In instances where an original recorded Mortgage has been lost or misplaced, such Seller or the related title insurance company may deliver, in lieu of such Mortgage, a copy of such Mortgage bearing recordation information and certified as true and correct by the office in which recordation thereof was made. In instances where the original or a copy of the title insurance policy referred to in clause (v) of Section 2.01 of the Pooling and Servicing Agreement (which may be a certificate relating to a master policy of title insurance) pertaining to the Mortgaged Property relating to a Mortgage Loan cannot be delivered by such Seller to the Purchaser prior to or concurrently with the execution and delivery of this Agreement because such policy is not yet available, such Seller may, in lieu of delivering the original or a copy of such title insurance, deliver to the Purchaser a binder with respect to such policy (which may be a certificate relating to a master policy of title insurance) and deliver the original or a copy of such policy (which may be a certificate relating to a master policy of title insurance) to the Purchaser within 270 days of the Closing Date. In instances where an original assumption, modification or buydown agreement cannot be delivered by such Seller to the Purchaser prior to or concurrently with the execution and delivery of this Agreement, such Seller may, in lieu of delivering the original of such agreement, deliver a certified copy thereof. To the extent not already recorded, the Sellers shall promptly (and in no event later than five Business Days following the later of the Closing Date and the date of receipt by a Seller of the recording information for a Mortgage) submit or cause to be submitted for recording, at no expense to the trust fund, in the appropriate public office for real property records, each Assignment delivered to it pursuant to Section 2.01(I)(iii) of the Pooling and Servicing Agreement. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the applicable Seller shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. Notwithstanding the foregoing, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments shall not be required to be submitted for recording (except with respect to any Mortgage Loan Documents is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically alteredlocated in Florida and Maryland) or appears unless such failure to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Seller shall cure such Material Defect (and, in such event, the Seller shall provide the Purchaser with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if such Material Defect record would under Accepted Servicing Practices reasonably be expected to result in a losswithdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided, repurchase however, the Sellers shall submit each Assignment for recording, at no expense to the Trust Fund or Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Master Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the applicable Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 of the Pooling and Servicing Agreement and (v) with respect to any one Assignment the occurrence of a foreclosure relating to the Mortgagor under the related Mortgage. With respect to a maximum of approximately 1.00% of the Original Mortgage Loan at Loans, by outstanding principal balance of the Repurchase Price. A loss Original Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to in the Pooling and Servicing Agreement cannot be located, the obligations of the Sellers to deliver such documents shall be deemed to be attributable satisfied upon delivery to the failure Purchaser of a photocopy of such Mortgage Note, if available, with a lost note affidavit. If any of the Seller original Mortgage Notes for which a lost note affidavit was delivered to cure a Material Defect if, as determined by the Purchaser acting in good faith, absent such Material Defectis subsequently located, such loss would not have been incurredoriginal Mortgage Note shall be delivered to the Trustee within three Business Days. In addition The Sellers shall deliver or cause to such repurchase obligation, the Seller shall indemnify be delivered to the Purchaser and hold it harmless against promptly upon receipt thereof any lossesother original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, damagesincluding, penaltiesbut not limited to, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any missing, mutilated or improper Mortgage Loan Document, or any claim, demand, defense or assertion based on or grounded upon, or resulting therefrom, as well as for any expenses reasonably incurred by the Purchaser in enforcing its remedies hereunder in connection with any missing, mutilated or improper Mortgage Loan Document. The Seller shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with the Section 4(a) and 4(w) within one week of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within one week of its execution, and shall provide the Loan. All original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office documents relating to be a true and complete copy of the original within sixty (60) days of its submission for recordation. The Seller shall deliver a final Mortgage Loan Schedule for the Mortgage Loans included in any Mortgage Loan Package to be purchased on any Closing Date that are not delivered to the Purchaser no later than are and shall be held by or on behalf of the date set forth Sellers in trust for the related Purchase Price and Terms Agreementbenefit of the Trustee on behalf of the Certificateholders. In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall promptly deliver any such original document is required pursuant to the Custodian the new Stock Certificatesterms of this Section to be a part of a Mortgage File, together with the related Stock Powers in blank. Such new Stock Certificates such document shall be subject delivered promptly to the related Pledge Instruments and Purchaser. Any such original document delivered to or held by the Purchaser that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be subject delivered promptly to all of the terms, covenants and conditions of this Agreementapplicable Seller.