AGENCY TRANSFER. WHOLE LOAN TRANSFER; PASS-THROUGH TRANSFER Section 7.01. Removal of Mortgage Loans from Inclusion Under this Agreement Upon an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer on One or More Reconstitution Dates. The Owner and the Servicer agree that with respect to some or all of the Mortgage Loans, from time to time the Owner may, in its sole discretion choose to reconstitute a portion or all of the Mortgage Loans effecting any of the following: (1) An Agency Transfer, and/or (2) A Whole Loan Transfer, and/or (3) A Pass-Through Transfer. In connection with the foregoing, the Owner shall offer to sell the Servicing Rights to the Servicer at a price specified by the Owner with respect to the affected Mortgage Loans (each offer a "Purchase Offer"). The Servicer shall, upon receipt of a Purchase Offer, have three (3) Business Days to accept the terms of such Purchase Offer (the "Acceptance Period"). If the Servicer fails to accept the Purchase Offer by the expiration of the Acceptance Period, the Purchase Offer shall be deemed rejected by the Servicer and the Owner shall have the right to offer the Servicing Rights to any third party upon comparable terms. Subject to Section 10.01, on the related Reconstitution Date, the Mortgage Loans transferred shall cease to be covered by this Agreement, except with respect to the obligation to remit the Additional Remittance in accordance with the provisions set forth herein and the right of the Owner to cause a transfer of the servicing responsibilities with respect to the Mortgage Loans and/or REO Properties in accordance with Sections 7.07 and 7.08, respectively. The Servicer shall cooperate with the Owner in connection with any Agency Transfer, Pass-Through Transfer or Whole Loan Transfer contemplated by the Owner pursuant to this Section 7.01. In that connection, the Servicer shall (a) execute any Reconstitution Agreement within a reasonable period of time after receipt thereof which time shall be sufficient for the Servicer and Servicer's counsel to review such Reconstitution Agreement, but such time shall not exceed ten (10) Business Days after such receipt, and (b) provide to FNMA, FHLMC, GNMA, the trustee or a third party purchaser, as the case may be, subject to any Reconstitution Agreement and/or the Owner: (i) any and all information and appropriate verification of information which may be reasonably available to the Servicer, whether through letters of its auditors and counsel or otherwise,...

AGENCY TRANSFER. An exchange of the Mortgage Loans for agency securities. Agreement: This Mortgage Loan Sale and Servicing Agreement including all exhibits, schedules, amendments and supplements hereto. ALTA: The American Land Title Association.

AGENCY TRANSFER. Pursuant to and in accordance with Section 9.06 of the Credit Agreement, each Loan Party and each Lender signatory to this First Amendment hereby: 1. consents to (i) the replacement of DBNY, in its capacity as the Administrative Agent and (ii) the appointment of The Bank of New York Mellon (“BNYM”) as successor Administrative Agent for all purposes under the Loan Documents (the “Agency Transfer”); 2. authorizes DBNY and BNYM to enter into a customary agency resignation and assignment agreement and such other documentation, instruments and/or amendments to the Credit Agreement and the other Loan Documents as may be required or advisable in the judgment of DBNY and BNYM to effectuate the Agency Transfer, including amendments to the Loan Documents incorporating the terms set forth on Exhibit I hereto (the “Agency Transfer Documentation”); 3. agrees that, upon delivery of a notice of resignation by DBNY as Administrative Agent to the Lenders and the Borrower and the execution and delivery of the Agency Transfer Documentation, BNYM shall be appointed as the successor Administrative Agent (without any requirement for any further consent of the Lenders and the Loan Parties) and succeed as Administrative Agent in accordance with the provisions of the Credit Agreement and the Agency Transfer Documentation; and 4. waives any notice requirements, including any notice periods, applicable to DBNY and/or BNYM in connection with the Agency Transfer pursuant to Section 9.06 of the Credit Agreement.

AGENCY TRANSFER. (a) Subject to the occurrence of the Effective Date (as defined in Section 5 below), and immediately before the effectiveness of Section 1 above, the parties hereto hereby consent to the resignation by BNP Paribas as Administrative Agent pursuant to Section 10.09 of the Credit Agreement and in connection with such resignation, waive the thirty (30) day notice period set forth in Section 10.09 of the Credit Agreement, and the Lenders hereby appoint ABN AMRO Capital USA LLC as the successor Administrative Agent pursuant to Section 10.09 of the Credit Agreement. (b) (i) On the Effective Date, the Resigning Agent hereby resigns as Administrative Agent (including, without limitation, as “Secured Party” under the Borrower's NY Security Agreement, as the “Security Agent” under the Borrower's UK Security Agreements, the Borrower's Singapore Pledge Agreement and the Borrower's Canadian Security Agreement and as the “Agent” under each Deposit Account Control Agreement, each Hedging Assignment, the Parent Guarantee and the Parent Subordination Agreement), and transfers, assigns and delegates, without recourse, to the Successor Agent all of the Resigning Agent's rights, authority, powers, benefits, privileges and interests, and all Liens and security interests, under the Credit Agreement, the Security Agreements and each of the other Loan Documents including, without limitation, in its capacities as Collateral Agent, as “Secured Party” under the Borrower's NY Security Agreement, as “Security Agent” under the Borrower's UK Security Agreements, the Borrower's Singapore Pledge Agreement and the Borrower's Canadian Security Agreement, as “Agent” under each Deposit Account Control Agreement, each Hedging Assignment, the Parent Guarantee and the Parent Subordination Agreement, and as secured party, grantee, mortgagee, beneficiary, assignee and each other similar capacity, if any, in which the Resigning Agent was granted Liens on any real or personal property of the Borrower or any other Person as security for all or any of the Obligations; (ii) the Successor Agent hereby accepts the appointment as Administrative Agent and such transfer, assignment and delegation and, on the Effective Date, hereby assumes all duties, responsibilities and obligations as the Administrative Agent (including, without limitation, as “Secured Party” under the Borrower's NY Security Agreement, as “Security Agent” under the Borrower's UK Security Agreements, the Borrower's Singapore Pledge Agreement...

AGENCY TRANSFER. PASS-THROUGH TRANSFER 7.01. Removal of Mortgage Loans from Inclusion Under this Agreement Upon an Agency Transfer, or a Pass-Through Transfer on One or More Reconstitution Dates............................. 7.02. Purchaser's Repurchase and Indemnification Obligations......................

AGENCY TRANSFER. Citicorp North America, Inc. hereby resigns as Administrative Agent under the Credit Agreement and the other Loan Documents, effective as of the Amendment No. 5 Effective Date, pursuant to Section 10.10 of the Credit Agreement. Pursuant to Section 10.10 of the Credit Agreement, the Required Lenders hereby accept such resignation and appoint Citibank, N.A. as successor Administrative Agent under the Credit Agreement and the other Loan Documents, and the Borrower Representative hereby approves such appointment and Citibank, N.A. hereby accepts such appointment as successor Administrative Agent. The parties hereto hereby waive any requirement of prior notice of such resignation, including, without limitation pursuant to Section 10.10 of the Credit Agreement. Citicorp North America, Inc. and Citibank, N.A. are hereby authorized by the Lenders to enter into any amendments to any Loan Document or other documentation or assignments and to take such actions (including making filings) desirable to effect such resignation and appointment. The parties hereto agree that Citibank, N.A. shall succeed to and become vested with all the rights, powers and duties of the Administrative Agent under the Credit Agreement and the other Loan Documents, and the term “Administrative Agent” shall mean Citibank, N.A. Citicorp North America Inc.’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of Citicorp North America, Inc. or any parties to the Credit Agreement.

AGENCY TRANSFER. Pursuant to the Agency Transfer, Credit Suisse AG, Cayman Islands Branch resigned as Administrative Agent and Collateral Agent under and as defined in the Original Credit Agreement. The Lenders party hereto (constituting the Required Lenders) and the Borrower hereby accepts the resignation of Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and Collateral Agent under and as defined in the Original Credit Agreement and waive any notice requirements in connection therewith and authorize JPMorgan Chase Bank, N.A. to enter into the Agency Transfer and appoint JPMorgan Chase Bank, N.A. as the Administrative Agent and Collateral Agent pursuant to Section 10.9, and JPMorgan Chase Bank, N.A. hereby accepts such appointment and shall act as Administrative Agent and Collateral Agent as of the Closing Date.

AGENCY TRANSFER. (a) Each of the Borrower and the Lenders party hereto hereby (i) waives (x) all notice requirements set forth under Section 9.9 of the Amended Credit Agreement and (y) the requirement set forth in Section 9.9 of the Amended Credit Agreement that the Successor Agent be a bank that has an office in New York, New York with a combined capital and surplus of at least $500,000,000, (ii) authorizes and directs the Resigning Agent, the Successor Agent and the Loan Parties to enter into an agency transfer agreement (the “Agency Transfer Agreement”) and any other agreements or documents to be entered into or any actions to be taken in connection therewith, in each case, in form and substance reasonably satisfactory to the Resigning Agent and the Successor Agent and (iii) authorizes and directs the Resigning Agent to deliver notices of rescission in order to relinquish exclusive control under the deposit account control agreements and, absent any Successor Agent direction to the contrary pursuant to the Agency Transfer Agreement, otherwise comply with any Loan Party instructions with respect to any deposit account control agreement. Each of the Borrower and the Lenders party hereto hereby further agrees that the resignation of Citi as the Resigning Agent under the Existing Credit Agreement, the other Loan Documents and the Agreement Among Lenders and the appointment of MidCap as the Successor Agent under the Amended Credit Agreement, the other Loan Documents and the Agreement Among Lenders shall become effective at the time the Agency Transfer Agreement is executed and delivered by each party thereto (such time, the “Agency Transfer Time”).

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