Common use of AGENCY TRANSFER; SECURITIZATION TRANSACTION Clause in Contracts

AGENCY TRANSFER; SECURITIZATION TRANSACTION. The Owner and the Company agree that with respect to some or all of the Mortgage Loans, from time to time, the Owner shall: (1) Effect an Agency Transfer; and/or (2) Effect a Whole Loan Transfer; and/or (3) Effect a Securitization Transaction. in each case retaining the Company as the servicer or sub-servicer thereof, or as applicable the "seller/servicer". The Company shall cooperate with the Owner in connection with any Agency Transfer, Whole Loan Transfer or Securitization Transaction contemplated by the Owner pursuant to this Section 2.09; provided, however, that in no event will the obligations of the Company in connection with any such transfer or transaction be greater than those set forth in this Agreement. In that connection, the Company agrees: (a) to execute a Reconstitution Agreement that is in form and substance reasonably satisfactory to the Company and its counsel within a reasonable period of time after receipt of such Reconstitution Agreement which time shall be sufficient for the Company and Company's counsel to review such Reconstitution Agreement; (b) to cooperate with the Owner and any prospective purchaser with respect to all reasonable requests and due diligence procedures and with respect to the preparation (including, but not limited to, the endorsement, delivery, assignment, and execution) of the documents set forth in Section 2.01 and other related documents, and with respect to servicing requirements reasonably requested by the rating agencies and credit enhancers; (c) with respect to any Agency Transfer, Whole Loan Transfer or Securitization Transaction, to make reasonable, customary, accurate and appropriate representations and warranties regarding the Company; (d) to deliver to the Owner or any affiliate of the Owner such legal documents as are customarily delivered by originators or servicers, as the case may be, and reasonably determined by the Owner to be necessary in connection with the Agency Transfer, Whole Loan Transfers or Securitization Transactions, as the case may be, it being understood that the cost of any opinions of outside special counsel that may be required for an Agency Transfer, a Whole Loan Transfer or Securitization Transaction, as the case may be, shall be the responsibility of the Owner; (e) to execute and deliver and assignment and assumption agreement substantially in the form of Exhibit D hereto; and (f) to provide an enforceability opinion in a customary form with respect to the assignment and assumption agreement. In the event the Owner 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 Xxxxxx Xxx, Xxxxxxx Mac, the trustee or such third party, as the case may be, for each Mortgage Loan that is part of an Agency Transfer, Whole Loan Transfer or Securitization Transaction. The Company shall execute each Assignment, track such Assignments to ensure they have been recorded at the expense of the owner and deliver them as required by Xxxxxx Mae, Xxxxxxx Mac, 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 Owner, any note endorsements in connection with any and all Reconstitution Agreements. All Mortgage Loans not sold or transferred pursuant to an Agency Transfer, Whole Loan Transfer or Securitization Transaction and any Mortgage Loans repurchased by the Owner shall be subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto this Agreement shall remain in full force and effect. Unless otherwise agreed to between the Company and the Owner, with respect to any Mortgage Pool, the Company will not be obligated to enter into any Reconstitution Agreement in connection with a Securitization Transaction or Agency Transfer in excess of any express restrictions set forth in the related Reference Agreement and related Trade Confirmation.

AGENCY TRANSFER; SECURITIZATION TRANSACTION. Section 7.01 Removal of Mortgage Loans from Inclusion Under this Agreement Upon an Agency Transfer, Whole-Loan Transfer or a Securitization Transaction on One or More Reconstitution Dates. The Owner Purchaser and the Company agree that with respect to some or all of the Mortgage Loans, from time to time, but with respect to the Owner Mortgage Loans in each Mortgage Loan Package the Purchaser shall: (1) Effect an Agency Transfer; and/or (2) Effect a Whole Loan Transfer; and/or (3) Effect a Securitization Transaction. in each case retaining the Company as the servicer [or sub-servicer servicer] thereof, or as applicable 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 Owner Purchaser in connection with any Agency Transfer, Whole Loan Transfer or Securitization Transaction contemplated by the Owner Purchaser pursuant to this Section 2.09; provided, however, that in no event will the obligations of the Company in connection with any such transfer or transaction be greater than those set forth in this Agreement7.01. In that connection, the Company agrees: (a) to execute a any Reconstitution Agreement that which is in form and substance reasonably satisfactory to the Company and its counsel within a reasonable period of time after receipt of such any Reconstitution Agreement which time shall be sufficient for the Company and Company's counsel to review such Reconstitution Agreement, but such time shall not exceed five (5) Business Days after such receipt; (b) to cooperate fully with the Owner Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence procedures and with respect to the preparation (including, but not limited to, the endorsement, delivery, assignment, and execution) of the documents set forth in Section 2.01 Mortgage Loan Documents and other related documents, and with respect to servicing requirements reasonably requested by the rating agencies and credit enhancers; (c) with respect to any Agency Transfer, Whole Loan Transfer or Securitization Transaction, to make reasonable, customary, accurate and appropriate representations and warranties regarding the CompanyCompany and, the representations and warranties regarding the Mortgage Loans as of the date of the Agency Transfer, Whole Loan Transfer or Securitization Transaction, modified to the extent necessary to accurately reflect the pool statistics of the Mortgage Loans as of the date of such Agency Transfer, Whole Loan Transfer or Securitization Transaction and any events or circumstances existing subsequent to the related Closing Date(s); (d) to deliver to the Owner Purchaser or any affiliate of the Owner Purchaser such legal documents and in-house Opinions of Counsel satisfactory to the Company as are customarily delivered by originators or servicers, as the case may be, and reasonably determined by the Owner Purchaser to be necessary in connection with the Agency Transfer, Whole Loan Transfers or Securitization Transactions, as the case may be, such in-house Opinions of Counsel for an Agency Transfer or a Securitization Transaction to be in the form reasonably acceptable to the Purchaser and the Company, it being understood that the cost of any opinions of outside special counsel that may be required for an Agency Transfer, a Whole Loan Transfer or Securitization Transaction, as the case may be, shall be the responsibility of the OwnerPurchaser; (e) to negotiate and execute one or more subservicing agreements between the Company and deliver and assignment and assumption agreement substantially any master servicer which is a prudent master servicer in the form secondary mortgage market, designated by the Purchaser in its sole discretion after consultation with the Company and/or one or more custodial and servicing agreements among the Purchaser, the Company and a third party custodian/trustee which is generally considered to be a prudent custodian/trustee in the secondary mortgage market designated by the Purchaser in its sole discretion after consultation with the Company, in either case for the purpose of Exhibit D heretopooling the Mortgage Loans with other Mortgage Loans for resale or securitization; and (f) to provide an enforceability opinion in a customary form with respect to the assignment and assumption agreement. In the event the Owner 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 Xxxxxx Xxx, Xxxxxxx Mac, the trustee or such third party, as the case may be, for each Mortgage Loan that is part of an Agency Transfer, Whole Loan Transfer or Securitization Transaction. The Company shall execute each Assignment, track such Assignments to ensure they have been recorded at the expense of the owner and deliver them as required by Xxxxxx Mae, Xxxxxxx Mac, 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 Owner, any note endorsements in connection with any and all Reconstitution Agreements. All Mortgage Loans not sold or transferred pursuant to an Agency Transfer, Whole Loan Transfer or Securitization Transaction and securitization of any Mortgage Loans repurchased Loans, to execute a pooling and servicing agreement in form and substance reasonably satisfactory to the Company, which pooling and servicing agreement shall provide indemnification for the benefit of the Company against liability and damage, not caused by the Owner shall be subject Company, in connection with such agreement may, at the Purchaser's direction, contain contractual provisions including, but not limited to, a 24-day certificate payment delay (54-day total payment delay), servicer advances of delinquent scheduled payments of principal and interest through liquidation (unless deemed non-recoverable) and prepayment interest shortfalls (to the extent of the monthly servicing fee payable thereto), servicing and mortgage loan representations and warranties which in form and substance conform to the representations and warranties in this Agreement and shall continue to be serviced in accordance secondary market standards for securities backed by mortgage loans similar to the Mortgage Loans and such provisions with regard to servicing responsibilities, investor reporting, segregation and deposit of principal and interest payments, custody of the terms of this Agreement Mortgage Loans, and with respect thereto this Agreement shall remain in full force other covenants as are required by the Purchaser and effect. Unless otherwise agreed to between the Company and the Owner, with respect to any Mortgage Pool, the Company will not be obligated to enter into any Reconstitution Agreement in connection with a Securitization Transaction one or Agency Transfer in excess of any express restrictions set forth in the related Reference Agreement and related Trade Confirmation.more nationally

AGENCY TRANSFER; SECURITIZATION TRANSACTION. Section 7.01 Removal of Mortgage Loans from Inclusion Under this Agreement Upon an Agency Transfer, Whole-Loan Transfer or a Securitization Transaction on One or More Reconstitution Dates. The Owner Purchaser and the Company agree that with respect to some or all of the the (1) Mortgage Loans, from time to time, but with respect to the Owner Mortgage Loans in each Mortgage Loan Package the Purchaser shall: (12) Effect an Agency Transfer; and/or (23) Effect a Whole Loan Transfer; and/or (3) and/or Effect a Securitization Transaction. in each case retaining the Company as the servicer [or sub-servicer servicer] thereof, or as applicable 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 Owner Purchaser in connection with any Agency Transfer, Whole Loan Transfer or Securitization Transaction contemplated by the Owner Purchaser pursuant to this Section 2.09; provided, however, that in no event will the obligations of the Company in connection with any such transfer or transaction be greater than those set forth in this Agreement7.01. In that connection, the Company agrees: (a) to execute a any Reconstitution Agreement that which is in form and substance reasonably satisfactory to the Company and its counsel within a reasonable period of time after receipt of such any Reconstitution Agreement which time shall be sufficient for the Company and Company's counsel to review such Reconstitution Agreement, but such time shall not exceed five (5) Business Days after such receipt; (b) to cooperate fully with the Owner Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence procedures and with respect to the preparation (including, but not limited to, the endorsement, delivery, assignment, and execution) of the documents set forth in Section 2.01 Mortgage Loan Documents and other related documents, and with respect to servicing requirements reasonably requested by the rating agencies and credit enhancers; (c) with respect to any Agency Transfer, Whole Loan Transfer or Securitization Transaction, to make reasonable, customary, accurate and appropriate representations and warranties regarding the CompanyCompany and, the representations and warranties regarding the Mortgage Loans as of the date of the Agency Transfer, Whole Loan Transfer or Securitization Transaction, modified to the extent necessary to accurately reflect the pool statistics of the Mortgage Loans as of the date of such Agency Transfer, Whole Loan Transfer or Securitization Transaction and any events or circumstances existing subsequent to the related Closing Date(s); (d) to deliver to the Owner Purchaser or any affiliate of the Owner Purchaser such legal documents and in-house Opinions of Counsel satisfactory to the Company as are customarily delivered by originators or servicers, as the case may be, and reasonably determined by the Owner Purchaser to be necessary in connection with the Agency Transfer, Whole Loan Transfers or Securitization Transactions, as the case may be, such in-house Opinions of Counsel for an Agency Transfer or a Securitization Transaction to be in the form reasonably acceptable to the Purchaser and the Company, it being understood that the cost of any opinions of outside special counsel that may be required for an Agency Transfer, a Whole Loan Transfer or Securitization Transaction, as the case may be, shall be the responsibility of the OwnerPurchaser; (e) to negotiate and execute one or more subservicing agreements between the Company and deliver and assignment and assumption agreement substantially any master servicer which is a prudent master servicer in the secondary mortgage market, designated by the Purchaser in its sole discretion after consultation with the Company and/or one or more custodial and servicing agreements among the Purchaser, the Company and a third party custodian/trustee which is generally considered to be a prudent custodian/trustee in the secondary mortgage market designated by the Purchaser in its sole discretion after consultation with the Company, in either case for the purpose of pooling the Mortgage Loans with other Mortgage Loans for resale or securitization; and in connection with any securitization of any Mortgage Loans, to execute a pooling and servicing agreement in form of Exhibit D hereto; and (f) to provide an enforceability opinion in a customary form with respect and substance reasonably satisfactory to the assignment Company, which pooling and assumption servicing agreement shall provide indemnification for the benefit of the Company against liability and damage, not caused by the Company, in connection with such agreement may, at the Purchaser's direction, contain contractual provisions including, but not limited to, a 24-day certificate payment delay (54-day total payment delay), servicer advances of delinquent scheduled payments of principal and interest through liquidation (unless deemed non-recoverable) and prepayment interest shortfalls (to the extent of the monthly servicing fee payable thereto), servicing and mortgage loan representations and warranties which in form and substance conform to the representations and warranties in this Agreement and to secondary market standards for securities backed by mortgage loans similar to the Mortgage Loans and such provisions with regard to servicing responsibilities, investor reporting, segregation and deposit of principal and interest payments, custody of the Mortgage Loans, and other covenants as are required by the Purchaser and one or more nationally recognized rating agencies for "AAA" rated mortgage pass-through transactions which are "mortgage related securities" for the purposes of the Secondary Mortgage Market Enhancement Act of 1984, unless otherwise mutually agreed. At the option of the Purchaser, the facilities of the Depository Trust Company ("DTC") may be used in connection with any class of security issued pursuant to any pooling agreement, subject only to the consent of the DTC. If the Purchaser deems it advisable at any time to pool the Mortgage Loans with other mortgage loans for the purpose of resale or securitization, the Company agrees to execute one or more subservicing agreements between itself (as servicer) and a master servicer designated by the Purchaser and/or one or more servicing agreements among the Company (as servicer), the Purchaser and a trustee designated by the Purchaser, such agreements in each case incorporating terms and provisions substantially identical to those described in the immediately preceding paragraph. In the event the Owner 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 Xxxxxx Xxx, Xxxxxxx Mac, the trustee or such third party, as the case may be, for each Mortgage Loan that is part of an Agency Transfer, Whole Loan Transfer or Securitization TransactionTransaction and shall pay all preparation and recording costs associated therewith. The Company shall execute each AssignmentAssignment of Mortgage, track such Assignments of Mortgage to ensure they have been recorded at the expense of the owner and deliver them as required by Xxxxxx Mae, Xxxxxxx Mac, 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 OwnerPurchaser, any note endorsements in connection with any and all Reconstitution Agreements. All Mortgage Loans not sold or transferred pursuant to an Agency Transfer, Whole Loan Transfer or Securitization Transaction and any Mortgage Loans repurchased by the Owner Purchaser pursuant to Section 7.02 hereof, shall be subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto this Agreement shall remain in full force and effect. Unless otherwise agreed to between the Company and the OwnerPurchaser, with respect to any Mortgage PoolLoan Package, the Company will not be obligated to enter into any Reconstitution Agreement in connection with a Securitization Transaction or Agency Transfer in excess of any express restrictions set forth in the related Reference Agreement Assignment and Conveyance and related Trade Confirmation.