Common use of Contract for Servicing; Possession of Servicing Files Clause in Contracts

Contract for Servicing; Possession of Servicing Files. (a) Owner shall notify Servicer not less than thirty (30) calendar days (or as otherwise mutually agreed upon by Owner and Servicer) prior to any proposed Servicing Commencement Date that it desires to have Servicer service the Mortgage Loans in the related Asset Pool pursuant to the terms of this Agreement and shall forward to Servicer the related Acknowledgement Agreement and a computer readable electronic transmission of the related Asset Servicing Schedule, containing the information specified in Exhibit I to the extent available; provided, however, that such data tapes are not required to be delivered with respect to any Mortgage Loan Servicer is servicing as of the date of such Acknowledgment Agreement. In the event that Servicer elects not to service such mortgage loans pursuant to the terms hereof, Servicer shall advise Owner in writing of such election within two (2) Business Days of receipt of the foregoing notice from Owner. Otherwise, Servicer shall countersign and return the Acknowledgment Agreement to Owner within three (3) calendar days of receipt thereof and each Mortgage Loan in the related Asset Pool shall be subject to this Agreement as of the related Servicing Commencement Date. Within thirty (30) days of each Servicing Commencement Date, Owner shall pay to Servicer, in immediately available funds wired to an account designed by Servicer, the Boarding Fee attributable to each Mortgage Loan transferred to Servicer on such Servicing Commencement Date, unless Servicer was servicing such Mortgage Loan as of the date of the related Acknowledgment Agreement. (b) In accordance with Section 2.01(a), as of each Servicing Commencement Date, Owner shall be deemed to have contracted with and engaged Servicer, and Servicer shall be deemed to have accepted such engagement, to perform the servicing and administration obligations and functions set forth in this Agreement for each Asset which is identified on the related Asset Servicing Schedule. Each Asset Servicing Schedule shall supplement this Agreement and be deemed to be a part hereof and be incorporated herein by reference. As compensation for such engagement, Owner agrees to pay Servicer, and Servicer agrees to accept as payment, the Servicing Fees as set forth in the Fee Letter. Servicer shall commence the servicing of an Asset hereunder on the applicable Servicing Commencement Date with respect to such Asset. (c) With respect to each Mortgage Loan to be serviced hereunder, Owner shall use commercially reasonable efforts to cause the Prior Servicer to comply with the requirements set forth in Section 1(a) of Exhibit F in all material respects and shall cause the Prior Servicer to deliver to Servicer the Servicing File for each related Mortgage Loan not later than five (5) Business Days after the Servicing Commencement Date. Any fees and expenses incurred in transferring the Servicing File to Servicer shall be the obligation of Owner. In the event that the Servicing File fails to contain any material document that is necessary for Servicer to service the related Mortgage Loans on the date on which the Servicing File is required to be delivered to Servicer, Servicer shall notify Owner, and Owner shall use reasonable efforts, at Owner’s expense, to cause to be delivered promptly to Servicer any necessary missing documents therefrom, or, upon the request of Owner and at Owner’s expense, Servicer may, for a fee acceptable to Owner, undertake to obtain any missing documents therefrom. (d) Owner and Servicer agree to cooperate with respect to all reasonable requests made by either such party to the other in connection with the transfer of servicing to Servicer pursuant to this Agreement. For the avoidance of doubt, any transfer of servicing of the Mortgage Loans to Servicer under this Agreement shall be on a subservicing basis and Owner shall retain full and complete ownership of the related servicing rights with respect to the Mortgage Loans. (e) Servicer shall comply with all Applicable Requirements with respect to servicing transfers. In addition, Servicer shall comply with the CFPB’s rules and/or guidelines with respect to servicing transfers, including without limitation its Bulletin 2014-1 issued on August 19, 2014. Servicer and Owner shall provide all reasonable cooperation and assistance as may be requested by the other party in connection with compliance with such rules and/or guidelines. Servicer and Owner shall cooperate after the applicable Servicing Commencement Date to promptly resolve all customer complaints, disputes and inquiries related to activities that occurred prior to such transfer date or in connection with the transfer of servicing. (f) Simultaneously with the execution and delivery of this Agreement, (1) Servicer shall execute and deliver to Owner an Officer’s Certificate in the form of Exhibit D hereto and an Opinion of Counsel in the form of Exhibit E hereto. If reasonably required by Servicer, Owner shall furnish Servicer with any powers of attorney in a form attached hereto as Exhibit H and other documents necessary or appropriate to enable Servicer to carry out its servicing and administrative duties under this Agreement. (g) Record title to the Mortgage Loans shall be retained by Owner or its designee, and possession of any Servicing Files delivered to Servicer shall be held in trust for Owner as the owner thereof, for the sole purpose of servicing the Mortgage Loans. The ownership of each Mortgage Loan, including the Mortgage Note, the Mortgage, the Mortgage Loan Documents, the contents of the related Servicing File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, is vested in Owner. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the possession of Servicer shall be received and held by Servicer in trust for the benefit of Owner as the owner of the Mortgage Loans. Any portion of the Servicing Files held by Servicer shall be segregated from the other books and records of Servicer and shall be appropriately marked to clearly reflect the ownership of the Mortgage Loans by Owner. Servicer shall release its custody of the contents of the Servicing Files only in accordance with written instructions of Owner, except when such release is required as incidental to Servicer’s servicing of the Mortgage Loans. (h) Servicer shall be responsible for maintaining, and shall maintain, a complete set of books and records for the Mortgage Loans which shall be clearly marked to reflect the ownership of the Mortgage Loans by Owner. Owner and its agents may, from time to time and at Owner’s cost and expense, upon reasonable prior notice, inspect any of Servicer’s books and records pertaining to this Agreement, including without limitation all Servicing Files, at reasonable times during Servicer’s normal business hours at Servicer’s offices.

Contract for Servicing; Possession of Servicing Files. (a) Owner shall notify Servicer not less than thirty (30) calendar days (or as otherwise mutually agreed upon The Seller, by Owner and Servicer) prior to any proposed Servicing Commencement Date that it desires to have Servicer service the Mortgage Loans in the related Asset Pool pursuant to the terms of this Agreement and shall forward to Servicer the related Acknowledgement Agreement and a computer readable electronic transmission of the related Asset Servicing Schedule, containing the information specified in Exhibit I to the extent available; provided, however, that such data tapes are not required to be delivered with respect to any Mortgage Loan Servicer is servicing as of the date of such Acknowledgment Agreement. In the event that Servicer elects not to service such mortgage loans pursuant to the terms hereof, Servicer shall advise Owner in writing of such election within two (2) Business Days of receipt of the foregoing notice from Owner. Otherwise, Servicer shall countersign and return the Acknowledgment Agreement to Owner within three (3) calendar days of receipt thereof and each Mortgage Loan in the related Asset Pool shall be subject to this Agreement as of the related Servicing Commencement Date. Within thirty (30) days of each Servicing Commencement Date, Owner shall pay to Servicer, in immediately available funds wired to an account designed by Servicer, the Boarding Fee attributable to each Mortgage Loan transferred to Servicer on such Servicing Commencement Date, unless Servicer was servicing such Mortgage Loan as of the date of the related Acknowledgment Agreement. (b) In accordance with Section 2.01(a), as of each Servicing Commencement Date, Owner shall be deemed to have contracted with and engaged Servicer, and Servicer shall be deemed to have accepted such engagement, to perform the servicing and administration obligations and functions set forth in this Agreement for each Asset which is identified on the related Asset Servicing Schedule. Each Asset Servicing Schedule shall supplement this Agreement and be deemed to be a part hereof and be incorporated herein by reference. As compensation for such engagement, Owner agrees to pay Servicer, and Servicer agrees to accept as payment, the Servicing Fees as set forth in the Fee Letter. Servicer shall commence the servicing of an Asset hereunder on the applicable Servicing Commencement Date with respect to such Asset. (c) With respect to each Mortgage Loan to be serviced hereunder, Owner shall use commercially reasonable efforts to cause the Prior Servicer to comply with the requirements set forth in Section 1(a) of Exhibit F in all material respects and shall cause the Prior Servicer to deliver to Servicer the Servicing File for each related Mortgage Loan not later than five (5) Business Days after the Servicing Commencement Date. Any fees and expenses incurred in transferring the Servicing File to Servicer shall be the obligation of Owner. In the event that the Servicing File fails to contain any material document that is necessary for Servicer to service the related Mortgage Loans on the date on which the Servicing File is required to be delivered to Servicer, Servicer shall notify Owner, and Owner shall use reasonable efforts, at Owner’s expense, to cause to be delivered promptly to Servicer any necessary missing documents therefrom, or, upon the request of Owner and at Owner’s expense, Servicer may, for a fee acceptable to Owner, undertake to obtain any missing documents therefrom. (d) Owner and Servicer agree to cooperate with respect to all reasonable requests made by either such party to the other in connection with the transfer of servicing to Servicer pursuant to this Agreement. For the avoidance of doubt, any transfer of servicing of the Mortgage Loans to Servicer under this Agreement shall be on a subservicing basis and Owner shall retain full and complete ownership of the related servicing rights with respect to the Mortgage Loans. (e) Servicer shall comply with all Applicable Requirements with respect to servicing transfers. In addition, Servicer shall comply with the CFPB’s rules and/or guidelines with respect to servicing transfers, including without limitation its Bulletin 2014-1 issued on August 19, 2014. Servicer and Owner shall provide all reasonable cooperation and assistance as may be requested by the other party in connection with compliance with such rules and/or guidelines. Servicer and Owner shall cooperate after the applicable Servicing Commencement Date to promptly resolve all customer complaints, disputes and inquiries related to activities that occurred prior to such transfer date or in connection with the transfer of servicing. (f) Simultaneously with the execution and delivery of this Agreement, (1) does hereby contract with the Servicer shall execute and deliver as an independent contractor, subject to Owner an Officer’s Certificate in the form terms of Exhibit D hereto and an Opinion of Counsel in the form of Exhibit E hereto. If reasonably required by Servicer, Owner shall furnish Servicer with any powers of attorney in a form attached hereto as Exhibit H and other documents necessary or appropriate to enable Servicer to carry out its servicing and administrative duties under this Agreement. (g) Record title , for the servicing of the Mortgage Loans. On or before the Closing Date or Servicing Transfer Date, as applicable, the Seller shall cause to be delivered the Servicing Files with respect to the Mortgage Loans listed on the Mortgage Loan Schedule to the Servicer. The Servicer shall be retained by Owner or its designee, maintain a Servicing File with respect to each Mortgage Loan in order to service such Mortgage Loans pursuant to this Agreement and possession of any each Servicing Files File delivered to the Servicer shall be held in trust by the Servicer for Owner as the owner benefit of the Trustee; provided, however, that the Servicer shall have no liability for any Servicing Files (or portions thereof, ) not delivered by the Seller. The Servicer’s possession of any portion of the Mortgage Loan documents shall be at the will of the Trustee for the sole purpose of facilitating servicing of the related Mortgage LoansLoan pursuant to this Agreement, and such retention and possession by the Servicer shall be in a custodial capacity only. The ownership of each Mortgage Loan, including the Mortgage Note, the Mortgage, the Mortgage Loan Documents, and the contents of the related Servicing File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, is shall be vested in Owner. All rights arising out the Trustee and the ownership of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or and documents with respect to the related Mortgage Loans Loan prepared by or which come into the possession of the Servicer shall immediately vest in the Trustee and shall be received retained and held maintained, in trust, by the Servicer at the will of the Trustee in such custodial capacity only. Upon the Servicer’s reasonable request, the Seller shall assist the Servicer in trust all reasonable respects in the Servicer’s efforts to obtain any additional documentation or information to be included in the Servicing File to enable the Servicer to service the Mortgage Loans properly. The Seller shall be responsible for the benefit of Owner as the owner all fees and expenses of the Mortgage LoansCustodians, including reasonable fees and expenses due to the Servicer’s requests of the Custodians in the normal course of the Servicer’s collection and foreclosure activities (including but not limited to follow-up document deliveries of the Servicer, photocopies of documents made at the request of the Servicer and follow-up document insertion fees). Any The portion of each Servicing File retained by the Servicing Files held by Servicer pursuant to this Agreement shall be segregated from the other books and records of the Servicer and shall be appropriately marked to clearly reflect the ownership of the related Mortgage Loans Loan by Ownerthe Trustee. The Servicer shall release from its custody of the contents of the any Servicing Files File retained by it only in accordance with written instructions of Owner, except when such release is required as incidental to Servicer’s servicing of the Mortgage Loans. (h) Servicer shall be responsible for maintaining, and shall maintain, a complete set of books and records for the Mortgage Loans which shall be clearly marked to reflect the ownership of the Mortgage Loans by Owner. Owner and its agents may, from time to time and at Owner’s cost and expense, upon reasonable prior notice, inspect any of Servicer’s books and records pertaining to this Agreement, including without limitation all Servicing Files, at reasonable times during Servicer’s normal business hours at Servicer’s offices.

Contract for Servicing; Possession of Servicing Files. (a) Owner shall notify Servicer not less than thirty (30) calendar days (or The Seller, as otherwise mutually agreed upon by Owner and Servicer) prior to any proposed Servicing Commencement Date that it desires to have Servicer service the Mortgage Loans in the related Asset Pool pursuant to the terms of this Agreement and shall forward to Servicer the related Acknowledgement Agreement and a computer readable electronic transmission owner of the related Asset Servicing Schedule, containing the information specified in Exhibit I to the extent available; provided, however, that such data tapes are not required to be delivered with respect to any Mortgage Loan Servicer is servicing as rights of the date of such Acknowledgment Agreement. In the event that Servicer elects not to service such mortgage loans pursuant to the terms hereof, Servicer shall advise Owner in writing of such election within two (2) Business Days of receipt of the foregoing notice from Owner. Otherwise, Servicer shall countersign and return the Acknowledgment Agreement to Owner within three (3) calendar days of receipt thereof and each Mortgage Loan in the related Asset Pool shall be subject to this Agreement as of the related Servicing Commencement Date. Within thirty (30) days of each Servicing Commencement Date, Owner shall pay to Servicer, in immediately available funds wired to an account designed by Servicer, the Boarding Fee attributable to each Mortgage Loan transferred to Servicer on such Servicing Commencement Date, unless Servicer was servicing such Mortgage Loan as of the date of the related Acknowledgment Agreement. (b) In accordance with Section 2.01(a), as of each Servicing Commencement Date, Owner shall be deemed to have contracted with and engaged Servicer, and Servicer shall be deemed to have accepted such engagement, to perform the servicing and administration obligations and functions set forth in this Agreement for each Asset which is identified on the related Asset Servicing Schedule. Each Asset Servicing Schedule shall supplement this Agreement and be deemed to be a part hereof and be incorporated herein by reference. As compensation for such engagement, Owner agrees to pay Servicer, and Servicer agrees to accept as payment, the Servicing Fees as set forth in the Fee Letter. Servicer shall commence the servicing of an Asset hereunder on the applicable Servicing Commencement Date with respect to such Asset. (c) With respect to each Mortgage Loan to be serviced hereunder, Owner shall use commercially reasonable efforts to cause the Prior Servicer to comply with the requirements set forth in Section 1(a) of Exhibit F in all material respects and shall cause the Prior Servicer to deliver to Servicer the Servicing File for each related Mortgage Loan not later than five (5) Business Days after the Servicing Commencement Date. Any fees and expenses incurred in transferring the Servicing File to Servicer shall be the obligation of Owner. In the event that the Servicing File fails to contain any material document that is necessary for Servicer to service the related Mortgage Loans on the date on which the Servicing File is required to be delivered to Servicer, Servicer shall notify Owner, and Owner shall use reasonable efforts, at Owner’s expense, to cause to be delivered promptly to Servicer any necessary missing documents therefrom, or, upon the request of Owner and at Owner’s expense, Servicer may, for a fee acceptable to Owner, undertake to obtain any missing documents therefrom. (d) Owner and Servicer agree to cooperate with respect to all reasonable requests made by either such party to the other in connection with the transfer of servicing to Servicer pursuant to this Agreement. For the avoidance of doubt, any transfer of servicing of the Mortgage Loans to Servicer under this Agreement shall be on a subservicing basis and Owner shall retain full and complete ownership of the related servicing rights with respect to the NYMC Mortgage Loans. (e) Servicer shall comply with all Applicable Requirements with respect to servicing transfers. In addition, Servicer shall comply with the CFPB’s rules and/or guidelines with respect to servicing transfers, including without limitation its Bulletin 2014-1 issued on August 19, 2014. Servicer and Owner shall provide all reasonable cooperation and assistance as may be requested by the other party in connection with compliance with such rules and/or guidelines. Servicer and Owner shall cooperate after the applicable Servicing Commencement Date to promptly resolve all customer complaints, disputes and inquiries related to activities that occurred prior to such transfer date or in connection with the transfer of servicing. (f) Simultaneously with the execution and delivery of this Agreement, (1) Servicer shall execute does hereby contract with NYMT Servicing and deliver the Subservicer, each subject to Owner an Officer’s Certificate in the form terms of Exhibit D hereto and an Opinion of Counsel in the form of Exhibit E hereto. If reasonably required by Servicer, Owner shall furnish Servicer with any powers of attorney in a form attached hereto as Exhibit H and other documents necessary or appropriate to enable Servicer to carry out its servicing and administrative duties under this Agreement. (g) Record title to , for the servicing or subservicing, as the case may be, of the NYMC Mortgage Loans for the benefit of the Issuing Entity and the Trustee. NYMT Servicing or Subservicer shall be retained by Owner or its designee, maintain a Servicing File with respect to each NYMC Mortgage Loan in order to service such NYMC Mortgage Loans pursuant to this Agreement and possession of any each Servicing Files File delivered to Servicer NYMT Servicing or Subservicer shall be held in trust by NYMT Servicing or Subservicer for Owner as the owner benefit of the Trustee on behalf of the Certificateholders; provided, however, that neither NYMT Servicing nor the Subservicer shall have any liability for any Servicing Files (or portions thereof, ) not delivered by the Seller. NYMT Servicing or Subservicer’s possession of any portion of the NYMC Mortgage Loan documents shall be at the will of the Trustee for the sole purpose of facilitating servicing of the related NYMC Mortgage LoansLoan pursuant to this Agreement, and such retention and possession by NYMT Servicing or Subservicer shall be in a custodial capacity only. The ownership of each Mortgage Loan, including the Mortgage Note, the Mortgage, the Mortgage Loan Documents, and the contents of the related Servicing File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, is shall be vested in Owner. All rights arising out the Trustee and the ownership of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or and documents with respect to the related NYMC Mortgage Loans Loan prepared by or which come into the possession of Servicer NYMT Servicing or Subservicer shall be received and held by Servicer immediately vest in trust for the benefit of Owner as the owner of the Mortgage Loans. Any portion of the Servicing Files held by Servicer shall be segregated from the other books and records of Servicer Trustee and shall be appropriately marked to clearly reflect retained and maintained, in trust, by NYMT Servicing or Subservicer at the ownership will of the Mortgage Loans Trustee in such custodial capacity only. The Servicing File retained by Owner. Servicer NYMT Servicing or Subservicer pursuant to this Agreement shall release its custody of the contents of the Servicing Files only be identified in accordance with written instructions of Owner, except when such release is required as incidental to ServicerNYMT Servicing or Subservicer’s servicing of the Mortgage Loans. (h) Servicer shall be responsible for maintaining, and shall maintain, a complete set of books and records for the Mortgage Loans which shall be clearly marked file tracking system to reflect the ownership of the related NYMC Mortgage Loans Loan by Ownerthe Trustee. Owner and NYMT Servicing or Subservicer shall release from its agents may, from time to time and at Owner’s cost and expense, upon reasonable prior notice, inspect custody the contents of any of Servicer’s books and records pertaining to Servicing File retained by it only in accordance with this Agreement, including without limitation all Servicing Files, at reasonable times during Servicer’s normal business hours at Servicer’s offices.

Contract for Servicing; Possession of Servicing Files. (a) Owner shall notify Servicer not less than thirty (30) calendar days (or as otherwise mutually agreed upon The Seller, by Owner and Servicer) prior to any proposed Servicing Commencement Date that it desires to have Servicer service the Mortgage Loans in the related Asset Pool pursuant to the terms of this Agreement and shall forward to Servicer the related Acknowledgement Agreement and a computer readable electronic transmission of the related Asset Servicing Schedule, containing the information specified in Exhibit I to the extent available; provided, however, that such data tapes are not required to be delivered with respect to any Mortgage Loan Servicer is servicing as of the date of such Acknowledgment Agreement. In the event that Servicer elects not to service such mortgage loans pursuant to the terms hereof, Servicer shall advise Owner in writing of such election within two (2) Business Days of receipt of the foregoing notice from Owner. Otherwise, Servicer shall countersign and return the Acknowledgment Agreement to Owner within three (3) calendar days of receipt thereof and each Mortgage Loan in the related Asset Pool shall be subject to this Agreement as of the related Servicing Commencement Date. Within thirty (30) days of each Servicing Commencement Date, Owner shall pay to Servicer, in immediately available funds wired to an account designed by Servicer, the Boarding Fee attributable to each Mortgage Loan transferred to Servicer on such Servicing Commencement Date, unless Servicer was servicing such Mortgage Loan as of the date of the related Acknowledgment Agreement. (b) In accordance with Section 2.01(a), as of each Servicing Commencement Date, Owner shall be deemed to have contracted with and engaged Servicer, and Servicer shall be deemed to have accepted such engagement, to perform the servicing and administration obligations and functions set forth in this Agreement for each Asset which is identified on the related Asset Servicing Schedule. Each Asset Servicing Schedule shall supplement this Agreement and be deemed to be a part hereof and be incorporated herein by reference. As compensation for such engagement, Owner agrees to pay Servicer, and Servicer agrees to accept as payment, the Servicing Fees as set forth in the Fee Letter. Servicer shall commence the servicing of an Asset hereunder on the applicable Servicing Commencement Date with respect to such Asset. (c) With respect to each Mortgage Loan to be serviced hereunder, Owner shall use commercially reasonable efforts to cause the Prior Servicer to comply with the requirements set forth in Section 1(a) of Exhibit F in all material respects and shall cause the Prior Servicer to deliver to Servicer the Servicing File for each related Mortgage Loan not later than five (5) Business Days after the Servicing Commencement Date. Any fees and expenses incurred in transferring the Servicing File to Servicer shall be the obligation of Owner. In the event that the Servicing File fails to contain any material document that is necessary for Servicer to service the related Mortgage Loans on the date on which the Servicing File is required to be delivered to Servicer, Servicer shall notify Owner, and Owner shall use reasonable efforts, at Owner’s expense, to cause to be delivered promptly to Servicer any necessary missing documents therefrom, or, upon the request of Owner and at Owner’s expense, Servicer may, for a fee acceptable to Owner, undertake to obtain any missing documents therefrom. (d) Owner and Servicer agree to cooperate with respect to all reasonable requests made by either such party to the other in connection with the transfer of servicing to Servicer pursuant to this Agreement. For the avoidance of doubt, any transfer of servicing of the Mortgage Loans to Servicer under this Agreement shall be on a subservicing basis and Owner shall retain full and complete ownership of the related servicing rights with respect to the Mortgage Loans. (e) Servicer shall comply with all Applicable Requirements with respect to servicing transfers. In addition, Servicer shall comply with the CFPB’s rules and/or guidelines with respect to servicing transfers, including without limitation its Bulletin 2014-1 issued on August 19, 2014. Servicer and Owner shall provide all reasonable cooperation and assistance as may be requested by the other party in connection with compliance with such rules and/or guidelines. Servicer and Owner shall cooperate after the applicable Servicing Commencement Date to promptly resolve all customer complaints, disputes and inquiries related to activities that occurred prior to such transfer date or in connection with the transfer of servicing. (f) Simultaneously with the execution and delivery of this Agreement, (1) does hereby contract with the Servicer shall execute and deliver as an independent contractor, subject to Owner an Officer’s Certificate in the form terms of Exhibit D hereto and an Opinion of Counsel in the form of Exhibit E hereto. If reasonably required by Servicer, Owner shall furnish Servicer with any powers of attorney in a form attached hereto as Exhibit H and other documents necessary or appropriate to enable Servicer to carry out its servicing and administrative duties under this Agreement. (g) Record title , for the servicing of the Mortgage Loans. On or before the Closing Date or Servicing Transfer Date, as applicable, the Seller shall cause to be delivered the Servicing Files with respect to the Mortgage Loans listed on the Mortgage Loan Schedule to the Servicer. The Servicer shall be retained by Owner or its designee, maintain a Servicing File with respect to each Mortgage Loan in order to service such Mortgage Loans pursuant to this Agreement and possession of any each Servicing Files File delivered to the Servicer shall be held in trust by the Servicer for Owner as the owner benefit of the Trustee; provided, however, that the Servicer shall have no liability for any Servicing Files (or portions thereof, ) not delivered by the Seller. The Servicer’s possession of any portion of the Mortgage Loan documents shall be at the will of the Trustee for the sole purpose of facilitating servicing of the related Mortgage LoansLoan pursuant to this Agreement, and such retention and possession by the Servicer shall be in a custodial capacity only. The ownership of each Mortgage Loan, including the Mortgage Note, the Mortgage, the Mortgage Loan Documents, and the contents of the related Servicing File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, is shall be vested in Owner. All rights arising out the Trustee and the ownership of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or and documents with respect to the related Mortgage Loans Loan prepared by or which come into the possession of the Servicer shall immediately vest in the Trustee and shall be received retained and held maintained, in trust, by the Servicer at the will of the Trustee in such custodial capacity only. Upon Servicer’s reasonable request, Seller shall assist the Servicer in trust all reasonable respects in Servicer’s efforts to obtain any additional documentation or information to be included in the Servicing File to enable Servicer to service the Mortgage Loans properly. The Seller shall be responsible for the benefit of Owner as the owner all fees and expenses of the Mortgage LoansCustodians, including reasonable fees and expenses due to Servicer’s requests of the Custodians in the normal course of Servicer’s collection and foreclosure activities (including but not limited to follow-up document deliveries of the Servicer, photocopies of documents made at the request of the Servicer and follow-up document insertion fees. Any The portion of each Servicing File retained by the Servicing Files held by Servicer pursuant to this Agreement shall be segregated from the other books and records of the Servicer and shall be appropriately marked to clearly reflect the ownership of the related Mortgage Loans Loan by Ownerthe Trustee. The Servicer shall release from its custody of the contents of the any Servicing Files File retained by it only in accordance with written instructions of Owner, except when such release is required as incidental to Servicer’s servicing of the Mortgage Loans. (h) Servicer shall be responsible for maintaining, and shall maintain, a complete set of books and records for the Mortgage Loans which shall be clearly marked to reflect the ownership of the Mortgage Loans by Owner. Owner and its agents may, from time to time and at Owner’s cost and expense, upon reasonable prior notice, inspect any of Servicer’s books and records pertaining to this Agreement, including without limitation all Servicing Files, at reasonable times during Servicer’s normal business hours at Servicer’s offices.