Common use of AGENCY TRANSFER; PASS-THROUGH TRANSFER Clause in Contracts

AGENCY TRANSFER; PASS-THROUGH TRANSFER. Section 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. The Purchaser and the Company agree that with respect to any Pass-Through Transfer, Whole Loan Transfer or Agency Transfers, as applicable, the Company shall cooperate with the Purchaser in effecting such transfers and shall negotiate in good faith and execute any Reconstitution Agreement required to effectuate the foregoing, provided that such Reconstitution Agreement shall be reasonably acceptable to the Company, shall not materially increase the Company’s obligations or liabilities hereunder, nor diminish any of the Company’s rights and remedies, and provide to any master servicer or the trustee, as applicable, and/or the Purchaser any and all publicly available information and appropriate verification of information which may be reasonably available to the Company, whether through letters of its auditors and counsel or otherwise, as the Purchaser, trustee or a master servicer shall reasonably request as to the related Mortgage Loans. Purchaser shall reimburse Company for any and all costs or expenses incurred by Company in complying with such requests for information for which the Company shall, if requested by the Purchaser, provide indemnification through an indemnification agreement or otherwise; provided, however, each Purchaser and depositor shall indemnify the Company and its subsidiaries and affiliates for all information not specifically provided by the Company for inclusion in any disclosure statement. Such information may be included in any disclosure document prepared in connection with the Pass-Through Transfer, Whole Loan Transfer or Agency Transfer, as applicable. The Company shall execute any Reconstitution Agreements required within a reasonable period of time after receipt of such agreements which time shall not exceed ten (10) Business Days from the date of receipt of such Reconstitution Agreement. Nothing in this Section 7.01 shall be deemed to materially increase the Company’s obligations or liabilities under this Agreement. Any Reconstitution Agreement may require the Company to remit premium payments with respect to any LPMI Policy or “pool insurance policy” to the related insurer;

AGENCY TRANSFER; PASS-THROUGH TRANSFER. Section 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. The Purchaser and the Company agree that with respect to any Pass-Through Transfer, Whole Loan Transfer or Agency Transfers, as applicable, the Company shall cooperate with the Purchaser in effecting such transfers and shall negotiate in good faith and execute any Reconstitution Agreement required to effectuate the foregoing, provided that such Reconstitution Agreement shall be reasonably acceptable to the Company, shall not materially increase the Company’s 's obligations or liabilities hereunder, nor diminish any of the Company’s 's rights and remedies, and provide to any master servicer or the trustee, as applicable, and/or the Purchaser any and all publicly available information and appropriate verification of information which may be reasonably available to the Company, whether through letters of its auditors and counsel or otherwise, as the Purchaser, trustee or a master servicer shall reasonably request as to the related Mortgage Loans. Purchaser shall reimburse Company for any and all costs or expenses incurred by Company in complying with such requests for information for which the Company shall, if requested by the Purchaser, provide indemnification through an indemnification agreement or otherwise; provided, however, each Purchaser and depositor shall indemnify the Company and its subsidiaries and affiliates for all information not specifically provided by the Company for inclusion in any disclosure statement. Such information may be included in any disclosure document prepared in connection with the Pass-Through Transfer, Whole Loan Transfer or Agency Transfer, as applicable. The Company shall execute any Reconstitution Agreements required within a reasonable period of time after receipt of such agreements which time shall not exceed ten (10) Business Days from the date of receipt of such Reconstitution Agreement. Nothing in this Section 7.01 shall be deemed to materially increase the Company’s 's obligations or liabilities under this Agreement. Any Reconstitution Agreement may require the Company to remit premium payments with respect to any LPMI Policy or “"pool insurance policy” " to the related insurer;

AGENCY TRANSFER; PASS-THROUGH TRANSFER. Section 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. The Purchaser and the Company agree that with respect to any Pass-Through Transfer, Whole Loan Transfer or Agency Transfers, as applicable, the Company shall cooperate with the Purchaser in effecting such transfers and shall negotiate in good faith and execute any Reconstitution Agreement required to effectuate the foregoing, provided that such Reconstitution Agreement shall be reasonably acceptable to the Company, shall not materially increase the Company’s 's obligations or liabilities hereunder, nor diminish any of the Company’s 's rights and remedies, and provide to any master servicer or the trustee, as applicable, and/or the Purchaser any and all publicly available information and appropriate verification of information which may be reasonably available to the Company, whether through letters of its auditors and counsel or otherwise, as the Purchaser, trustee or a master servicer shall reasonably request as to the related Mortgage Loans. Purchaser shall reimburse Company for any and all costs or expenses incurred by Company in complying with such requests for information for which the Company shall, if requested by the Purchaser, provide indemnification through an indemnification agreement or otherwise; provided, however, each Purchaser and depositor shall indemnify the Company and its subsidiaries and affiliates for all information not specifically provided by the Company for inclusion in any disclosure statement. Such information may be included in any disclosure - 49 - document prepared in connection with the Pass-Through Transfer, Whole Loan Transfer or Agency Transfer, as applicable. The Company shall execute any Reconstitution Agreements required within a reasonable period of time after receipt of such agreements which time shall not exceed ten (10) Business Days from the date of receipt of such Reconstitution Agreement. Nothing in this Section 7.01 shall be deemed to materially increase the Company’s 's obligations or liabilities under this Agreement. Any Reconstitution Agreement may require the Company to remit premium payments with respect to any LPMI Policy or “"pool insurance policy” " to the related insurer;

AGENCY TRANSFER; PASS-THROUGH TRANSFER. Section 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. The Purchaser and the Company agree that with respect to any Pass-Through Transfer, Whole Loan Transfer or Agency Transfers, as applicable, the Company shall cooperate with the Purchaser in effecting such transfers and shall negotiate in good faith and execute any Reconstitution Agreement required to effectuate the foregoing; provided that, provided that such Reconstitution Agreement shall be reasonably acceptable to the Company, shall not materially increase the Company’s obligations or liabilities hereunder, nor diminish any of the Company’s rights and remediesrights, and provide to any master servicer or the trustee, as applicable, and/or the Purchaser any and all publicly available information and appropriate verification of information which may be reasonably available to the Company, whether through letters of its auditors and counsel or otherwise, as the Purchaser, trustee or a master servicer shall reasonably reasonable request as to the related Mortgage Loans. Purchaser shall reimburse Company for any and all costs or expenses incurred by Company (i) in complying obtaining “accountant comfort letters” with such requests for respect to information for which supplied in response to Purchaser requests, (ii) in connection with any due diligence performed in connection with a Pass-Through or Whole Loan Transfer or (iii) making the Company shallMortgage Loan Documents or Servicing Files available to parties participating in a Pass-Through or Whole Loan Transfer, if requested by the Purchaserincluding without limitation, provide indemnification through an indemnification agreement or otherwise; provided, however, each Purchaser and depositor shall indemnify the Company and its subsidiaries and affiliates for all information not specifically provided by the Company for inclusion in any disclosure statementshipping costs. Such information may be included in any disclosure document prepared in connection with the Pass-Through Transfer, Whole Loan Transfer or Agency Transfer, as applicable; provided, however, that Company shall indemnify the Purchaser against any liability arising from any material omissions or misstatements in any information supplied by the Company and included in a disclosure document; and provided, further, that the Purchaser shall indemnify the Company against any liability arising from any information included in a disclosure document that was not supplied by the Company. The Company shall execute any Reconstitution Agreements required within a reasonable period of time after receipt of such agreements which time shall not exceed be sufficient for the Company and the Company’s counsel to review such agreements. Company shall use its Best Efforts to complete such review within ten (10) Business Days from after mutual agreement as to the terms thereof, but such time shall not exceed fifteen (15) Business Days after mutual agreement as to the terms thereof. The Company shall not be required to restate any representations and warranties as of the date of receipt of such Reconstitution Agreement. Nothing any Pass-Through Transfer, Whole Loan Transfer or Agency Transfers other than the representations and warranties set forth in this Section 7.01 shall be deemed to materially increase the Company’s obligations or liabilities under this Agreement. Any Reconstitution Agreement may require 3.01 (provided, that the Company shall not be required to remit premium payments with respect restate the representation and warranty set forth in Section 3.01(j)). In the event of any Agency Transfer, Pass-Through or Whole Loan Transfer, the Company shall have no obligation to pay any LPMI Policy or “pool insurance policy” to custodial fees charged by the related insurer;Agency.

AGENCY TRANSFER; PASS-THROUGH TRANSFER. Section 7.01 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. -------------------------------------------- The Purchaser and the Company agree that with respect to any some or all of the Mortgage Loans, from time to time the Purchaser shall, subject to Section 2.02, effect a Pass-Through Transfer, Whole Loan Transfer in each case retaining the Company as the servicer thereof, or Agency Transfers, as applicableapplicable the "seller/servicer". On the related Reconstitution Date, the Mortgage Loans transferred shall cease to be covered by this Agreement. The Company shall cooperate with the Purchaser in effecting such transfers and connection with any Agency Transfer or Pass-Through Transfer contemplated by the Purchaser pursuant to this Section 7.01. In that connection, the Company shall negotiate in good faith and (a) execute any Reconstitution Agreement required within a reasonable period of time after receipt of any Reconstitution Agreement which time shall be sufficient for the Company and Company's counsel to effectuate the foregoing, provided that review such Reconstitution Agreement shall be reasonably acceptable to the CompanyAgreement, but such time shall not materially increase the Company’s obligations or liabilities hereunder, nor diminish any of the Company’s rights and remediesexceed ten (10) Business Days after such receipt, and (b) provide to any master servicer FNMA, FHLMC, the trustee or the trusteea third party purchaser, as applicablethe case may be, and/or the Purchaser subject to any Reconstitution Agreement: any and all publicly available information and appropriate verification of information which may be reasonably available to the Company, whether through letters of its auditors and counsel or otherwise, as the Purchaser, trustee or a master servicer Purchaser shall reasonably request or as to are reasonably believed necessary by FNMA, FHLMC, the related Mortgage Loans. Purchaser shall reimburse Company for trustee, such third party purchaser, any and all costs master servicer, or expenses incurred by Company any rating agency, as the case may be, in complying connection with such requests for transactions, at reasonable out-of-pocket expense of the Purchaser (unless such information for which is otherwise required to be provided by the Company shall, if requested by the Purchaser, provide indemnification through an indemnification agreement or otherwisehereunder); provided, however, each Purchaser and depositor shall indemnify that the Company shall only be required to remake or update the representations and its subsidiaries and affiliates for all information not specifically provided by warranties contained in Section 3.01 of this Agreement as of the Reconstitution Date. In furtherance of the foregoing, the Company shall deliver, to the extent available, information as to its delinquency, foreclosure and loss experience for inclusion the immediately preceding three year period in any disclosure statementeach case, with respect to mortgage loans owned by it and such mortgage loans serviced for others during such period. Such information may be included in any disclosure document prepared in In connection with the a Pass-Through Transfer, Whole Loan Transfer the Company shall indemnify the Purchaser if any information furnished by the Company for use in any prospectus delivered with respect to the Certificates issued in connection therewith is untrue in any material respect or Agency Transferomits information necessary to make the statements contained therein not misleading in any material respect in light of the circumstances under which they were made. In the event the Purchaser has elected to have the Company hold record title to the Mortgages, prior to a Reconstitution Date the Company or its designee shall prepare an Assignment of Mortgage in blank from the Company, acceptable to FNMA, FHLMC, the trustee or such third party, as applicablethe case may be, for each Mortgage Loan that is part of a Pass-Through Transfer and shall pay all preparation and recording costs associated therewith so long as such Assignment of Mortgage has not previously been recorded at the expense of the Company. The Company shall execute each Assignment of Mortgage, track such Assignments of Mortgage to ensure they have been recorded and deliver them as required by FNMA, FHLMC, the trustee or such third party, as the case may be, upon the Company's receipt thereof. Additionally, the Company shall prepare and execute, at the direction of the Purchaser, any note endorsements in connection with any and all Reconstitution Agreements required within a reasonable period of time after receipt of such agreements which time shall Agreements. All Mortgage Loans not exceed ten (10) Business Days from sold or transferred pursuant to an Agency Transfer or Pass-Through Transfer and any Mortgage Loans repurchased by the date of receipt of such Reconstitution Agreement. Nothing in this Purchaser pursuant to Section 7.01 7.02 hereof, shall be deemed subject to materially increase this Agreement and shall continue to be serviced in accordance with the Company’s obligations or liabilities under terms of this Agreement. Any Reconstitution Agreement may require the Company to remit premium payments and with respect to any LPMI Policy or “pool insurance policy” to the related insurer;thereto this Agreement shall remain in full force and effect.

AGENCY TRANSFER; PASS-THROUGH TRANSFER. Section 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. The Purchaser and the Company agree that with respect to any Pass-Through Transfer, Whole Loan Transfer or Agency Transfers, as applicable, the Company shall cooperate with the Purchaser in effecting such transfers and shall negotiate in good faith and execute any Reconstitution Agreement required to effectuate the foregoing, provided that such Reconstitution Agreement shall be reasonably acceptable to the Company, shall not materially increase the Company’s obligations or liabilities hereunder, nor diminish any of the Company’s rights and remediesrights, and provide to any master servicer or the trustee, as applicable, and/or the Purchaser any and all publicly available information and appropriate verification of information which may be reasonably available to the Company, whether through letters of its auditors and counsel or otherwise, as the Purchaser, trustee or a master servicer shall reasonably request as to the related Mortgage Loans. Purchaser shall reimburse Company for any and all costs or expenses incurred by Company in complying with such requests for information for which the Company shall, if requested by the Purchaser, provide indemnification through an indemnification agreement or otherwise; provided, however, each Purchaser and depositor shall indemnify the Company and its subsidiaries and affiliates for all information not specifically provided by the Company for inclusion in any disclosure statement. Such information may be included in any disclosure document prepared in connection with the Pass-Through Transfer, Whole Loan Transfer or Agency Transfer, as applicable. The Company shall execute any Reconstitution Agreements required within a reasonable period of time after receipt of such agreements which time shall not exceed ten (10) Business Days from the date of receipt of such Reconstitution Agreement. Nothing in this Section 7.01 shall be deemed to materially increase the Company’s obligations or liabilities under this Agreement. Any Reconstitution Agreement may require the Company to remit premium payments with respect to any LPMI Policy or “pool insurance policy” to the related insurer;

AGENCY TRANSFER; PASS-THROUGH TRANSFER. Section 7.01 Removal of Mortgage Loans from Inclusion Under this Agreement Upon an Agency Transfer, or a Pass-Pass- Through Transfer on One or More Reconstitution Dates. The Purchaser and the Company agree that with respect to any Pass-Through Transfer, Whole Loan Transfer or Agency Transfers, as applicable, the Company shall cooperate with the Purchaser in effecting such transfers and shall negotiate in good faith and execute any Reconstitution Agreement required to effectuate the foregoing, provided that such Reconstitution Agreement shall be reasonably acceptable to the Company, shall not materially increase the Company’s 's obligations or liabilities hereunder, nor diminish any of the Company’s 's rights and remedies, and provide to any master servicer or the trustee, as applicable, and/or the Purchaser any and all publicly available information and appropriate verification of information which may be reasonably available to the Company, whether through letters of its auditors and counsel or otherwise, as the Purchaser, trustee or a master servicer shall reasonably request as to the related Mortgage Loans. Purchaser shall reimburse Company for any and all costs or expenses incurred by Company in complying with such requests for information for which the Company shall, if requested by the Purchaser, provide indemnification through an indemnification agreement or otherwise; provided, however, each Purchaser and depositor shall indemnify the Company and its subsidiaries and affiliates for all information not specifically provided by the Company for inclusion in any disclosure statement. Such information may be included in any disclosure -49- document prepared in connection with the Pass-Through Transfer, Whole Loan Transfer or Agency Transfer, as applicable. The Company shall execute any Reconstitution Agreements required within a reasonable period of time after receipt of such agreements which time shall not exceed ten (10) Business Days from the date of receipt of such Reconstitution Agreement. Nothing in this Section 7.01 shall be deemed to materially increase the Company’s 's obligations or liabilities under this Agreement. Any Reconstitution Agreement may require the Company to remit premium payments with respect to any LPMI Policy or “"pool insurance policy” " to the related insurer;

AGENCY TRANSFER; PASS-THROUGH TRANSFER. Section 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. The Purchaser and the Company agree that with respect to any some or all of the Mortgage Loans, from time to time the Purchaser shall, subject to Section 2.02, effect an Agency Transfer or Pass-Through Transfer, Whole Loan in each case retaining the Company as the servicer thereof, or as applicable the "seller/servicer". In connection with such Agency Transfer or Agency Transfers, as applicablePass-Through Transfer, the Purchaser intends (1) to sell some or all of the Mortgage Loans and other property purchased by the Purchaser from the Company pursuant to this Agreement and any related mortgage loan purchase agreement and (2) to assign all of its rights and delegate all of its obligations under this Agreement. The Company acknowledges and agrees that (1) such sales, assignments and delegations may be effected in a series of transactions, (2) the ultimate beneficiary thereof will be the Trustee in a Pass-Through Transfer or other applicable transferee and (3) the Trustee in a Pass-Through Transfer or other applicable transferee shall have the right to enforce all of the obligations of the Company under this Agreement as if for such purpose the Trustee were the Purchaser hereunder, including but not limited to the rights to enforce the representations and warranties and the servicing obligations of the Company. All references to the Purchaser herein shall, unless otherwise specified, be deemed to refer to the initial Purchaser hereunder and to each assignee thereof, and of such assignee, expressly including, without limitation, the Trustee. The Company shall cooperate with the Purchaser in effecting such transfers and connection with the above-described transactions. In that connection, the Company shall negotiate in good faith and execute any Reconstitution Agreement required to effectuate the foregoing, provided that such Reconstitution Agreement shall be reasonably acceptable provide to the Company, shall not materially increase the Company’s obligations Trustee or liabilities hereunder, nor diminish any of the Company’s rights and remedies, and provide to any master servicer or the trusteea third party, as applicable, and/or the Purchaser case may be: any and all publicly available information and appropriate verification of information which may be reasonably available to the Company, whether through letters of its auditors and counsel or otherwise, as the Purchaser, trustee or a master servicer Purchaser shall reasonably request or as are reasonably believed necessary by the Trustee, such third party, any master servicer, or any rating agency, as the case may be, in connection with such transactions, at reasonable out-of-pocket expense to the related Mortgage Loans. Purchaser shall reimburse Company for any and all costs or expenses incurred by Company in complying with (unless such requests for information for which the Company shall, if requested by the Purchaser, provide indemnification through an indemnification agreement or otherwise; provided, however, each Purchaser and depositor shall indemnify the Company and its subsidiaries and affiliates for all information not specifically is otherwise required to be provided by the Company hereunder). In furtherance of the foregoing, the Company shall deliver, to the extent available, information as to its delinquency, foreclosure and loss experience for inclusion the immediately preceding three year period in any disclosure statementeach case, with respect to mortgage loans owned by it and such mortgage loans serviced for others during such period. Such information may be included In the event the Purchaser has elected to have the Company hold record title to the Mortgages, prior to the Reconstitution Date the Company or its designee shall prepare an Assignment of Mortgage in any disclosure document prepared in connection with blank from the Company, acceptable to the Trustee, for each Mortgage Loan that is part of the Agency Transfer or Pass-Through Transfer, Whole Loan Transfer or Agency Transfer, and shall pay all preparation and recording costs associated therewith so long as applicablesuch Assignment of Mortgage has not previously been recorded at the expense of the Company. The Company shall execute each Assignment of Mortgage, track such Assignments of Mortgage to ensure they have been recorded and deliver them as required by the Trustee, upon the Company's receipt thereof. Additionally, the Company shall prepare and execute, at the direction of the Purchaser, any Reconstitution Agreements required within a reasonable period of time after receipt of such agreements which time shall note endorsements in connection with an Agency Transfer or Pass-Through Transfer. All Mortgage Loans not exceed ten (10) Business Days from sold or transferred pursuant to an Agency Transfer or Pass-Through Transfer and any Mortgage Loans repurchased by the date of receipt of such Reconstitution Agreement. Nothing in this Purchaser pursuant to Section 7.01 7.02 hereof, shall be deemed subject to materially increase this Agreement and shall continue to be serviced in accordance with the Company’s obligations or liabilities under terms of this Agreement. Any Reconstitution Agreement may require the Company to remit premium payments and with respect to any LPMI Policy or “pool insurance policy” to the related insurer;thereto this Agreement shall remain in full force and effect.

AGENCY TRANSFER; PASS-THROUGH TRANSFER. Section 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. ------------------------------------------------------------- The Purchaser and the Company agree that with respect to any Pass-Through Transfer, Whole Loan Transfer or Agency Transfers, as applicable, the Company shall cooperate with the Purchaser in effecting such transfers and shall negotiate in good faith and execute any Reconstitution Agreement required to effectuate the foregoing, provided that such Reconstitution Agreement shall be reasonably acceptable to the Company, shall not materially increase the Company’s 's obligations or liabilities hereunder, nor diminish any of the Company’s 's rights and remedies, and provide to any master servicer or the trustee, as applicable, and/or the Purchaser any and all publicly available information and appropriate verification of information which may be reasonably available to the Company, whether through letters of its auditors and counsel or otherwise, as the Purchaser, trustee or a master servicer shall reasonably request as to the related Mortgage Loans. Purchaser shall reimburse Company for any and all costs or expenses incurred by Company in complying with such requests for information for which the Company shall, if requested by the Purchaser, provide indemnification through an indemnification agreement or otherwise; provided, however, each Purchaser and depositor shall indemnify the Company and its subsidiaries and affiliates for all information not specifically provided by the Company for inclusion in any disclosure statement. Such information may be included in any disclosure document prepared in connection with the Pass-Through Transfer, Whole Loan Transfer or Agency Transfer, as applicable. The Company shall execute any Reconstitution Agreements required within a reasonable period of time after receipt of such agreements which time shall not exceed ten (10) Business Days from the date of receipt of such Reconstitution Agreement. Nothing in this Section 7.01 shall be deemed to materially increase the Company’s 's obligations or liabilities under this Agreement. Any Reconstitution Agreement may require the Company to remit premium payments with respect to any LPMI Policy or “"pool insurance policy” " to the related insurer;