Common use of Cooperation of the Seller with a Reconstitution; Regulation AB Compliance Clause in Contracts

Cooperation of the Seller with a Reconstitution; Regulation AB Compliance. (a) The Seller acknowledges and the Purchaser agrees that with respect to some or all of the Mortgage Loans, the Purchaser may effect either: (1) one or more Whole Loan Transfers; and (2) one or more Securitization Transactions. (b) The Seller shall cooperate with the Purchaser and any prospective purchaser in connection with any Whole Loan Transfer contemplated by the Purchaser pursuant to this Section. In connection therewith, the Purchaser shall deliver any Reconstitution Agreement or other document related to the Whole Loan Transfer to the Seller at least fifteen (15) days prior to such transfer and the Seller shall execute any Reconstitution Agreement that restates the representations and warranties contained in Subsection 7.01 as of the related Closing Date and Subsection 7.02 herein as of the Reconstitution Date. Any prospective assignees of the Purchaser who have entered into a commitment to purchase any of the Mortgage Loans in a Whole Loan Transfer may review the Seller’s servicing and origination operations, upon reasonable prior notice to the Seller, and the Seller shall cooperate with such review and underwriting to the extent such prospective assignees request information or documents that are available and can be produced without unreasonable expense or effort. Subject to any applicable laws, the Seller shall make the Mortgage Files related to the Mortgage Loans held by the Seller during the Interim Servicing Period available at the Seller’s principal operations center for review by any such prospective assignees during normal business hours upon reasonable prior notice to the Seller (in no event fewer than five (5) Business Days’ prior notice). The Seller may, in its sole discretion, require that such prospective assignees sign a confidentiality agreement with respect to such information disclosed to the prospective assignee which is not available to the public at large and a release agreement with respect to its activities on the Seller’s premises. The Purchaser hereby agrees to reimburse the Seller for reasonable “out-of-pocket” expenses incurred by the Seller that relate to such Whole Loan Transfer, including without limitation reimbursement for the amount which reasonably reflects time and effort expended by the Seller in connection therewith. (c) In order to facilitate compliance with Regulation AB promulgated under the Securities Act, the Seller and the Purchaser agree to comply with the provisions of the Regulation AB Compliance Addendum attached hereto as Addendum I. (d) The Seller shall cooperate with the Purchaser in connection with any Securitization Transaction contemplated by the Purchaser pursuant to this Section. In connection therewith, the Purchaser shall deliver any Reconstitution Agreement or other document related to the Securitization Transaction to the Seller at least fifteen (15) days prior to the closing of such Securitization Transaction and the Seller shall execute any Reconstitution Agreement that restates the representations and warranties contained in Subsection 7.01 as of the related Closing Date and Subsection 7.02 herein as of the Reconstitution Date. The Reconstitution Agreement shall include such other terms as may be reasonably necessary to effect the Securitization Transaction. In connection with any Securitization Transaction, the Seller shall not, and shall cause its affiliates not to, as part of the original offering thereof, purchase any of the securities offered in such Securitization Transaction. (e) In connection with each Securitization Transaction, the Seller shall deliver to the Purchaser and to any Person designated by the Purchaser, (i) such statements and audit letters of certified public accountants pertaining to information provided by the Seller as are customarily delivered by originators such as the Seller in connection with securitization transactions and (ii) opinions of counsel as are customarily delivered by originators and reasonably determined by the Purchaser to be necessary in connection any Securitization Transaction. (f) Prior to the Servicing Transfer Date, all Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Securitization Transaction 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. It is understood and agreed by the Purchaser and the Seller that the right to effectuate such Whole Loan Transfer or Securitization Transaction as contemplated by this Section 32 is limited to the Purchaser.

Cooperation of the Seller with a Reconstitution; Regulation AB Compliance. (a) The Seller acknowledges and the Purchaser agrees that with respect to some or all of the Mortgage Loans, the Purchaser may effect either: (1) one or more Whole Loan Transfers; and (2) one or more Securitization TransactionsSecuritizations. (b) The Seller shall cooperate with the Purchaser and any prospective purchaser in connection with any Whole Loan Transfer contemplated by the Purchaser pursuant to this Section. In connection therewith, the Purchaser shall deliver any Reconstitution Agreement or other document related to the Whole Loan Transfer to the Seller at least fifteen (15) days prior to such transfer and the Seller shall execute any Reconstitution Agreement that restates the representations and warranties contained in Subsection 7.01 as of the related Closing Date and Subsection 7.02 herein as of the Reconstitution Date. Any prospective assignees of the Purchaser who have entered into a commitment to purchase any of the Mortgage Loans in a Whole Loan Transfer may review the Seller’s servicing and origination operations, upon reasonable prior notice to the Seller, and the Seller shall cooperate with such review and underwriting to the extent such prospective assignees request information or documents that are available and can be produced without unreasonable expense or effort. Subject to any applicable laws, the Seller shall make the Mortgage Files related to the Mortgage Loans held by the Seller during the Interim Servicing Period available at the Seller’s principal operations center for review by any such prospective assignees during normal business hours upon reasonable prior notice to the Seller (in no event fewer than five (5) Business Days’ prior notice). The Seller may, in its sole discretion, require that such prospective assignees sign a confidentiality agreement with respect to such information disclosed to the prospective assignee which is not available to the public at large and a release agreement with respect to its activities on the Seller’s premises. The Purchaser hereby agrees to reimburse the Seller for reasonable “out-of-pocket” expenses incurred by the Seller that relate to such Whole Loan Transfer, including without limitation reimbursement for the amount which reasonably reflects time and effort expended by the Seller in connection therewith. (c) In order to facilitate compliance with Regulation AB promulgated under the Securities Act, the Seller and the Purchaser agree to comply with the provisions of the Regulation AB Compliance Addendum attached hereto as Addendum I. (d) The Seller shall cooperate with the Purchaser in connection with any Securitization Transaction contemplated by the Purchaser pursuant to this Section. In connection therewith, the Purchaser shall deliver any Reconstitution Agreement or other document related to the Securitization Transaction to the Seller at least fifteen (15) days prior to the closing of such Securitization Transaction and the Seller shall execute any Reconstitution Agreement that restates the representations and warranties contained in Subsection 7.01 as of the related Closing Date and Subsection 7.02 herein as of the Reconstitution Date. The Reconstitution Agreement shall include such other terms as may be reasonably necessary to effect the Securitization Transaction. In connection with any Securitization Transaction, the Seller shall not, and shall cause its affiliates not to, as part of the original offering thereof, purchase any of the securities offered in such Securitization TransactionSecuritization. (e) In connection with each Securitization TransactionSecuritization, the Seller shall deliver to the Purchaser and to any Person designated designed by the Purchaser, (i) such statements and audit letters of certified public accountants pertaining to information provided by the Seller as are customarily delivered by originators such as the Seller in connection with securitization transactions and (ii) opinions of counsel as are customarily delivered by originators and reasonably determined by the Purchaser to be necessary in connection any Securitization TransactionSecuritization. (f) Prior to the Servicing Transfer Date, all Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Securitization Transaction 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. It is understood and agreed by the Purchaser and the Seller that the right to effectuate such Whole Loan Transfer or Securitization Transaction as contemplated by this Section 32 is limited to the Purchaser.

Cooperation of the Seller with a Reconstitution; Regulation AB Compliance. (a) The Seller acknowledges and the Purchaser agrees that with respect to some or all of the Mortgage Loans, the Purchaser may effect either: (1) one or more Whole Loan Transfers; and (2) one or more Securitization Transactions. (b) The Seller shall cooperate with the Purchaser and any prospective purchaser in connection with any Whole Loan Transfer contemplated by the Purchaser pursuant to this Section. In connection therewith, the Purchaser shall deliver any Reconstitution Agreement or other document related to the Whole Loan Transfer to the Seller at least fifteen (15) days prior to such transfer and the Seller shall execute any Reconstitution Agreement that restates the representations and warranties contained in Subsection 7.01 as of the related Closing Date and Subsection 7.02 herein as of the Reconstitution Date. Any prospective assignees of the Purchaser who have entered into a commitment to purchase any of the Mortgage Loans in a Whole Loan Transfer may review the Seller’s servicing and origination operations, upon reasonable prior notice to the Seller, and the Seller shall cooperate with such review and underwriting to the extent such prospective assignees request information or documents that are available and can be produced without unreasonable expense or effort. Subject to any applicable laws, the Seller shall make the Mortgage Files related to the Mortgage Loans held by the Seller during the Interim Servicing Period available at the Seller’s principal operations center for review by any such prospective assignees during normal business hours upon reasonable prior notice to the Seller (in no event fewer than five (5) Business Days’ prior notice). The Seller may, in its sole discretion, require that such prospective assignees sign a confidentiality agreement with respect to such information disclosed to the prospective assignee which is not available to the public at large and a release agreement with respect to its activities on the Seller’s premises. The Purchaser hereby agrees to reimburse the Seller for reasonable “out-of-pocket” expenses incurred by the Seller that relate to such Whole Loan Transfer, including without limitation reimbursement for the amount which reasonably reflects time and effort expended by the Seller in connection therewith. (c) In order to facilitate compliance with Regulation AB promulgated under the Securities Act, the Seller and the Purchaser agree to comply with the provisions of the Regulation AB Compliance Addendum attached hereto as Addendum I. (d) The Seller shall cooperate with the Purchaser in connection with any Securitization Transaction contemplated by the Purchaser pursuant to this Section. In connection therewith, the Purchaser shall deliver any Reconstitution Agreement or other document related to the Securitization Transaction to the Seller at least fifteen (15) days prior to the closing of such Securitization Transaction and the Seller shall execute any Reconstitution Agreement that restates the representations and warranties contained in Subsection 7.01 as of the related Closing Date and Subsection 7.02 herein as of the Reconstitution Date. The Reconstitution Agreement shall include such other terms as may be reasonably necessary to effect the Securitization Transaction. In connection with any Securitization Transaction, the Seller shall not, and shall cause its affiliates not to, as part of the original offering thereof, purchase any of the securities offered in such Securitization Transaction. (e) In connection with each Securitization TransactionSecuritization, the Seller shall deliver to the Purchaser and to any Person designated designed by the Purchaser, (i) such statements and audit letters of certified public accountants pertaining to information provided by the Seller as are customarily delivered by originators such as the Seller in connection with securitization transactions and (ii) opinions of counsel as are customarily delivered by originators and reasonably determined by the Purchaser to be necessary in connection any Securitization TransactionSecuritization. (f) Prior to the Servicing Transfer Date, all Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Securitization Transaction 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. It is understood and agreed by the Purchaser and the Seller that the right to effectuate such Whole Loan Transfer or Securitization Transaction as contemplated by this Section 32 is limited to the Purchaser.

Cooperation of the Seller with a Reconstitution; Regulation AB Compliance. (a) The Seller acknowledges and the Purchaser agrees that with respect to some or all of the Mortgage Loans, the Purchaser may effect either: (1) one or more Whole Loan Transfers; and (2) one or more Securitization Transactions. (b) The Seller shall cooperate with the Purchaser and any prospective purchaser in connection with any Whole Loan Transfer contemplated by the Purchaser pursuant to this Section. In connection therewith, the Purchaser shall deliver any Reconstitution Agreement or other document related to the Whole Loan Transfer to the Seller at least fifteen (15) days prior to such transfer and the Seller shall execute any Reconstitution Agreement that restates the representations and warranties contained in Subsection 7.01 as of the related Closing Date and Subsection 7.02 herein as of the Reconstitution Date. Any prospective assignees of the Purchaser who have entered into a commitment to purchase any of the Mortgage Loans in a Whole Loan Transfer may review the Seller’s servicing and origination operations, upon reasonable prior notice to the Seller, and the Seller shall cooperate with such review and underwriting to the extent such prospective assignees request information or documents that are available and can be produced without unreasonable expense or effort. Subject to any applicable laws, the Seller shall make the Mortgage Files related to the Mortgage Loans held by the Seller during the Interim Servicing Period available at the Seller’s principal operations center for review by any such prospective assignees during normal business hours upon reasonable prior notice to the Seller (in no event fewer than five (5) Business Days’ prior notice). The Seller may, in its sole discretion, require that such prospective assignees sign a confidentiality agreement with respect to such information disclosed to the prospective assignee which is not available to the public at large and a release agreement with respect to its activities on the Seller’s premises. The Purchaser hereby agrees to reimburse the Seller for reasonable “out-of-pocket” expenses incurred by the Seller that relate to such Whole Loan Transfer, including without limitation reimbursement for the amount which reasonably reflects time and effort expended by the Seller in connection therewith. (c) In order to facilitate compliance with Regulation AB promulgated under the Securities Act, the Seller and the Purchaser agree to comply with the provisions of the Regulation AB Compliance Addendum attached hereto as Addendum I.I to the extent applicable and to the extent that the Seller has any required information readily available to it. The Purchaser shall not request from the Seller any static pool data without the consent of the Seller. The Purchaser shall not securitize any of the Mortgage Loans until after the related Servicing Transfer Date, it being understood that the parties do not intend for the Seller to service the Mortgage Loans in compliance with the requirements of Regulation AB. (d) The Seller shall cooperate with the Purchaser in connection with any Securitization Transaction contemplated by the Purchaser pursuant to this Section. In connection therewith, the Purchaser shall deliver any Reconstitution Agreement or other document related to the Securitization Transaction to the Seller at least fifteen (15) days prior to the closing of such Securitization Transaction and the Seller shall execute any Reconstitution Agreement that restates the representations and warranties contained in Subsection 7.01 as of the related Closing Date and Subsection 7.02 herein as of the Reconstitution Date. The Reconstitution Agreement shall include such other terms as may be reasonably necessary to effect the Securitization Transaction. In connection with any Securitization Transaction, the Seller shall not, and shall cause its affiliates not to, as part of the original offering thereof, purchase any of the securities offered in such Securitization Transaction. (e) In connection with each Securitization Transaction, the Seller shall deliver to the Purchaser and to any Person designated designed by the Purchaser, (i) such statements and audit letters of certified public accountants pertaining to information provided by the Seller as are customarily delivered by originators such as the Seller in connection with securitization transactions and (ii) opinions of counsel as are customarily delivered by originators and reasonably determined by the Purchaser to be necessary in connection any Securitization Transaction. (f) Prior to the Servicing Transfer Date, all Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Securitization Transaction 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. It is understood and agreed by the Purchaser and the Seller that the right to effectuate such Whole Loan Transfer or Securitization Transaction as contemplated by this Section 32 is limited to the Purchaser.

Cooperation of the Seller with a Reconstitution; Regulation AB Compliance. (a) The Seller acknowledges and the Purchaser agrees that with respect to some or all of the Mortgage Loans, the Purchaser may effect either: (1) one or more Whole Loan Transfers; and (2) one or more Securitization Transactions. (b) The Seller shall cooperate with the Purchaser and any prospective purchaser in connection with any Whole Loan Transfer contemplated by the Purchaser pursuant to this Section. In connection therewith, the Purchaser shall deliver any Reconstitution Agreement or other document related to the Whole Loan Transfer to the Seller at least fifteen (15) days prior to such transfer and the Seller shall execute any Reconstitution Agreement that restates the representations and warranties contained in Subsection 7.01 as of the related Closing Date and Subsection 7.02 herein as of the Reconstitution Date. Any prospective assignees of the Purchaser who have entered into a commitment to purchase any of the Mortgage Loans in a Whole Loan Transfer may review the Seller’s servicing and origination operations, upon reasonable prior notice to the Seller, and the Seller shall cooperate with such review and underwriting to the extent such prospective assignees request information or documents that are available and can be produced without unreasonable expense or effort. Subject to any applicable laws, the Seller shall make the Mortgage Files related to the Mortgage Loans held by the Seller during the Interim Servicing Period available at the Seller’s principal operations center for review by any such prospective assignees during normal business hours upon reasonable prior notice to the Seller (in no event fewer than five (5) Business Days’ prior notice). The Seller may, in its sole discretion, require that such prospective assignees sign a confidentiality agreement with respect to such information disclosed to the prospective assignee which is not available to the public at large and a release agreement with respect to its activities on the Seller’s premises. The Purchaser hereby agrees to reimburse the Seller for reasonable “out-of-pocket” expenses incurred by the Seller that relate to such Whole Loan Transfer, including without limitation reimbursement for the amount which reasonably reflects time and effort expended by the Seller in connection therewith. (c) In order to facilitate compliance with Regulation AB promulgated under the Securities Act, the Seller and the Purchaser agree to comply with the provisions of the Regulation AB Compliance Addendum attached hereto as Addendum I. (d) The Seller shall cooperate with the Purchaser in connection with any Securitization Transaction contemplated by the Purchaser pursuant to this Section. In connection therewith, the Purchaser shall deliver any Reconstitution Agreement or other document related to the Securitization Transaction to the Seller at least fifteen (15) days prior to the closing of such Securitization Transaction and the Seller shall execute any Reconstitution Agreement that restates the representations and warranties contained in Subsection 7.01 as of the related Closing Date and Subsection 7.02 herein as of the Reconstitution Date. The Reconstitution Agreement shall include such other terms as may be reasonably necessary to effect the Securitization Transaction. In connection with any Securitization Transaction, the Seller shall not, and shall cause its affiliates not to, as part of the original offering thereof, purchase any of the securities offered in such Securitization Transaction. (e) In connection with each Securitization TransactionSecuritization, the Seller shall deliver to the Purchaser and to any Person designated designed by the Purchaser, (i) such statements and audit letters of certified public accountants pertaining to information provided by the Seller as are customarily delivered by originators such as the Seller in connection with securitization transactions and (ii) opinions of counsel as are customarily delivered by originators and reasonably determined by the Purchaser to be necessary in connection any Securitization Transaction. (f) Prior to the Servicing Transfer Date, all Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Securitization Transaction 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. It is understood and agreed by the Purchaser and the Seller that the right to effectuate such Whole Loan Transfer or Securitization Transaction as contemplated by this Section 32 is limited to the Purchaser.

Cooperation of the Seller with a Reconstitution; Regulation AB Compliance. (a) The Seller acknowledges and the Purchaser agrees that with respect to some or all of the Mortgage Loans, the Purchaser may effect either: (1) one or more Whole Loan Transfers; and (2) one or more Securitization Transactions. (b) The Seller shall cooperate with the Purchaser and any prospective purchaser in connection with any Whole Loan Transfer contemplated by the Purchaser pursuant to this Section. In connection therewith, the Purchaser shall deliver any Reconstitution Agreement or other document related to the Whole Loan Transfer to the Seller at least fifteen (15) days prior to such transfer and the Seller shall execute any Reconstitution Agreement that restates the representations and warranties contained in Subsection 7.01 as of the related Closing Date and Subsection 7.02 herein as of the Reconstitution Date. Any prospective assignees of the Purchaser who have entered into a commitment to purchase any of the Mortgage Loans in a Whole Loan Transfer may review the Seller’s servicing and origination operations, upon reasonable prior notice to the Seller, and the Seller shall cooperate with such review and underwriting to the extent such prospective assignees request information or documents that are available and can be produced without unreasonable expense or effort. Subject to any applicable laws, the Seller shall make the Mortgage Files related to the Mortgage Loans held by the Seller during the Interim Servicing Period available at the Seller’s principal operations center for review by any such prospective assignees during normal business hours upon reasonable prior notice to the Seller (in no event fewer than five (5) Business Days’ prior notice). The Seller may, in its sole discretion, require that such prospective assignees sign a confidentiality agreement with respect to such information disclosed to the prospective assignee which is not available to the public at large and a release agreement with respect to its activities on the Seller’s premises. The Purchaser hereby agrees to reimburse the Seller for reasonable “out-of-pocket” expenses incurred by the Seller that relate to such Whole Loan Transfer, including without limitation reimbursement for the amount which reasonably reflects time and effort expended by the Seller in connection therewith. (c) In order to facilitate compliance with Regulation AB promulgated under the Securities Act, the Seller and the Purchaser agree to comply with the provisions of the Regulation AB Compliance Addendum attached hereto as Addendum I.I. Notwithstanding anything to the contrary contained in this Agreement or any other document related to this transaction, the Purchaser shall not include any Mortgage Loans in a Securitization Transaction until after the related Servicing Transfer Date. It is the understanding and intention of the parties that the Seller shall not be required to service the Mortgage Loans at any time in compliance with the requirements of Regulation AB. (d) The Seller shall cooperate with the Purchaser in connection with any Securitization Transaction contemplated by the Purchaser pursuant to this Section. In connection therewith, the Purchaser shall deliver any Reconstitution Agreement or other document related to the Securitization Transaction to the Seller at least fifteen (15) days prior to the closing of such Securitization Transaction and the Seller shall execute any Reconstitution Agreement that restates the representations and warranties contained in Subsection 7.01 as of the related Closing Date and Subsection 7.02 herein as of the Reconstitution Date. The Reconstitution Agreement shall include such other terms as may be reasonably necessary to effect the Securitization Transaction. In connection with any Securitization Transaction, the Seller shall not, and shall cause its affiliates not to, as part of the original offering thereof, purchase any of the securities offered in such Securitization Transaction. (e) In connection with each Securitization TransactionSecuritization, the Seller shall deliver to the Purchaser and to any Person designated designed by the Purchaser, (i) such statements and audit letters of certified public accountants pertaining to information provided by the Seller as are customarily delivered by originators such as the Seller in connection with securitization transactions and (ii) opinions of counsel as are customarily delivered by originators and reasonably determined by the Purchaser to be necessary in connection any Securitization TransactionSecuritization. (f) Prior to the Servicing Transfer Date, all Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Securitization Transaction 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. It is understood and agreed by the Purchaser and the Seller that the right to effectuate such Whole Loan Transfer or Securitization Transaction as contemplated by this Section 32 is limited to the Purchaser.

Cooperation of the Seller with a Reconstitution; Regulation AB Compliance. (a) The Seller acknowledges and the Purchaser agrees that with respect to some or all of the Mortgage Loans, the Purchaser may effect either: (1) one or more Whole Loan Transfers; and (2) one or more Securitization Transactions. (b) The Seller shall cooperate with the Purchaser and any prospective purchaser in connection with any Whole Loan Transfer contemplated by the Purchaser pursuant to this Section. In connection therewith, the Purchaser shall deliver any Reconstitution Agreement or other document related to the Whole Loan Transfer to the Seller at least fifteen (15) days prior to such transfer and the Seller shall execute any Reconstitution Agreement that restates the representations and warranties contained in Subsection 7.01 as of the related Closing Date and Subsection 7.02 herein as of the Reconstitution Date. Any prospective assignees of the Purchaser who have entered into a commitment to purchase any of the Mortgage Loans in a Whole Loan Transfer may review the Seller’s servicing and origination operations, upon reasonable prior notice to the Seller, and the Seller shall cooperate with such review and underwriting to the extent such prospective assignees request information or documents that are available and can be produced without unreasonable expense or effort. Subject to any applicable laws, the Seller shall make the Mortgage Files related to the Mortgage Loans held by the Seller during the Interim Servicing Period available at the Seller’s principal operations center for review by any such prospective assignees during normal business hours upon reasonable prior notice to the Seller (in no event fewer than five (5) Business Days’ prior notice). The Seller may, in its sole discretion, require that such prospective assignees sign a confidentiality agreement with respect to such information disclosed to the prospective assignee which is not available to the public at large and a release agreement with respect to its activities on the Seller’s premises. The Purchaser hereby agrees to reimburse the Seller for reasonable “out-of-pocket” expenses incurred by the Seller that relate to such Whole Loan Transfer, including without limitation reimbursement for the amount which reasonably reflects time and effort expended by the Seller in connection therewith. (c) In order to facilitate compliance with Regulation AB promulgated under the Securities Act, the Seller and the Purchaser agree to comply with the provisions of the Regulation AB Compliance Addendum attached hereto as Addendum I.I. Notwithstanding anything to the contrary contained in this Agreement or any other document related to this transaction, the Purchaser shall not include any Mortgage Loans in a Securitization Transaction until after the related Servicing Transfer Date. It is the understanding and intention of the parties that the Seller shall not be required to service the Mortgage Loans at any time in compliance with the requirements of Regulation AB. (d) The Seller shall cooperate with the Purchaser in connection with any Securitization Transaction contemplated by the Purchaser pursuant to this Section. In connection therewith, the Purchaser shall deliver any Reconstitution Agreement or other document related to the Securitization Transaction to the Seller at least fifteen (15) days prior to the closing of such Securitization Transaction and the Seller shall execute any Reconstitution Agreement that restates the representations and warranties contained in Subsection 7.01 as of the related Closing Date and Subsection 7.02 herein as of the Reconstitution Date. The Reconstitution Agreement shall include such other terms as may be reasonably necessary to effect the Securitization Transaction. In connection with any Securitization Transaction, the Seller shall not, and shall cause its affiliates not to, as part of the original offering thereof, purchase any of the securities offered in such Securitization Transaction. (e) In connection with each Securitization Transaction, the Seller shall deliver to the Purchaser and to any Person designated by the Purchaser, (i) such statements and audit letters of certified public accountants pertaining to information provided by the Seller as are customarily delivered by originators such as the Seller in connection with securitization transactions and (ii) opinions of counsel as are customarily delivered by originators and reasonably determined by the Purchaser to be necessary in connection any Securitization Transaction. (f) Prior to the Servicing Transfer Date, all Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Securitization Transaction 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. It is understood and agreed by the Purchaser and the Seller that the right to effectuate such Whole Loan Transfer or Securitization Transaction as contemplated by this Section 32 is limited to the Purchaser.

Cooperation of the Seller with a Reconstitution; Regulation AB Compliance. (a) The Seller acknowledges and the Purchaser agrees that with respect to some or all of the Mortgage Loans, the Purchaser may effect either: (1) one or more Whole Loan Transfers; and (2) one or more Securitization Transactions. (b) The Seller shall cooperate with the Purchaser and any prospective purchaser in connection with any Whole Loan Transfer contemplated by the Purchaser pursuant to this Section. In connection therewith, the Purchaser shall deliver any Reconstitution Agreement or other document related to the Whole Loan Transfer to the Seller at least fifteen (15) days prior to such transfer and the Seller shall execute any Reconstitution Agreement that restates the representations and warranties contained in Subsection 7.01 as of the related Closing Date and Subsection 7.02 herein as of the Reconstitution Date. Any prospective assignees of the Purchaser who have entered into a commitment to purchase any of the Mortgage Loans in a Whole Loan Transfer may review the Seller’s servicing and origination operations, upon reasonable prior notice to the Seller, and the Seller shall cooperate with such review and underwriting to the extent such prospective assignees request information or documents that are available and can be produced without unreasonable expense or effort. Subject to any applicable laws, the Seller shall make the Mortgage Files related to the Mortgage Loans held by the Seller during the Interim Servicing Period available at the Seller’s principal operations center for review by any such prospective assignees during normal business hours upon reasonable prior notice to the Seller (in no event fewer than five (5) Business Days’ prior notice). The Seller may, in its sole discretion, require that such prospective assignees sign a confidentiality agreement with respect to such information disclosed to the prospective assignee which is not available to the public at large and a release agreement with respect to its activities on the Seller’s premises. The Purchaser hereby agrees to reimburse the Seller for reasonable “out-of-pocket” expenses incurred by the Seller that relate to such Whole Loan Transfer, including without limitation reimbursement for the amount which reasonably reflects time and effort expended by the Seller in connection therewith. (c) In order to facilitate compliance with Regulation AB promulgated under the Securities Act, the Seller and the Purchaser agree to comply with the provisions of the Regulation AB Compliance Addendum attached hereto as Addendum I. (d) The Seller shall cooperate with the Purchaser in connection with any Securitization Transaction contemplated by the Purchaser pursuant to this Section. In connection therewith, the Purchaser shall deliver any Reconstitution Agreement or other document related to the Securitization Transaction to the Seller at least fifteen (15) days prior to the closing of such Securitization Transaction and the Seller shall execute any Reconstitution Agreement that restates the representations and warranties contained in Subsection 7.01 as of the related Closing Date and Subsection 7.02 herein as of the Reconstitution Date. The Reconstitution Agreement shall include such other terms as may be reasonably necessary to effect the Securitization Transaction. In connection with any Securitization Transaction, the Seller shall not, and shall cause its affiliates not to, as part of the original offering thereof, purchase any of the securities offered in such Securitization Transaction. (e) In connection with each Securitization Transaction, the Seller shall deliver to the Purchaser and to any Person designated by the Purchaser, (i) such statements and audit letters of certified public accountants pertaining to information provided by the Seller as are customarily delivered by originators such as the Seller in connection with securitization transactions and (ii) opinions of counsel as are customarily delivered by originators and reasonably determined by the Purchaser to be necessary in connection any Securitization Transaction. (f) Prior to the Servicing Transfer Date, all Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Securitization Transaction 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. It is understood and agreed by the Purchaser and the Seller that the right to effectuate such Whole Loan Transfer or Securitization Transaction as contemplated by this Section 32 is limited to the Purchaser.. [SIGNATURES ON FOLLOWING PAGE]

Cooperation of the Seller with a Reconstitution; Regulation AB Compliance. (a) The Seller acknowledges and the Purchaser agrees that with respect to some or all of the Mortgage Loans, the Purchaser may effect either: (1) one or more Whole Loan Transfers; and (2) one or more Securitization Transactions. Transactions (b) as defined in the Addendum I attached hereto). The Seller shall cooperate with the Purchaser and any prospective purchaser in connection with any Whole Loan Transfer or Securitization Transaction contemplated by the Purchaser pursuant to this Sectionhereunder. In connection therewith, the Seller shall take all reasonable steps to assist the Purchaser, which steps may include, but not be limited to, (a) providing any information relating to the Mortgage Loans, the Seller or the Servicer reasonably necessary to assist in the preparation of any disclosure documents, (b) providing information relating to delinquencies and defaults with respect to the Servicer’s servicing portfolio (or such portion thereof as is similar to the Mortgage Loans), (c) providing any Sxxxxxxx-Xxxxx certification or other certification as may be required under applicable law and (d) taking any action reasonably required by a Rating Agency that is rating such transaction. The Purchaser shall deliver any Reconstitution Agreement or other document related to the such Whole Loan Transfer or Securitization Transaction to the Seller at least fifteen (15) days prior to such transfer and the Seller shall execute any Reconstitution Agreement that which contains servicing provisions substantially similar to those herein and/or customary in Whole Loan Transfers or Securitization Transactions, or otherwise reasonably acceptable to the Purchaser and the Seller and which restates the representations and warranties contained in Subsection 7.01 as of the related Closing Date and Subsection 7.02 herein as of the Reconstitution Date. Each of the Seller, the Servicer and the Purchaser shall be given the opportunity to review and reasonably negotiate in good faith the content of such other documents not specifically referenced or provided for herein. Any prospective assignees of the Purchaser who have entered into a commitment to purchase any of the Mortgage Loans in a Whole Loan Transfer or in connection with a Securitization Transaction may review the Seller’s servicing and origination operations, upon reasonable prior notice to the Seller, and the Seller shall cooperate with such review and underwriting to the extent such prospective assignees request information or documents that are available and can be produced without unreasonable expense or effort. Subject to any applicable laws, the Seller shall make the Mortgage Files related to the Mortgage Loans held by the Seller during the Interim Servicing Period available at the Seller’s principal operations center for review by any such prospective assignees during normal business hours upon reasonable prior notice to the Seller (in no event fewer than five (5) Business Days’ prior notice). The Seller may, in its sole discretion, require that such prospective assignees sign a confidentiality agreement with respect to such information disclosed to the prospective assignee which is not available to the public at large and a release agreement with respect to its activities on the Seller’s premises. The In connection with a Securitization Transaction, the Purchaser hereby may be required to engage a master servicer or trustee to determine the allocation of payments to and make remittances to the certificateholders, at the Purchaser’s sole cost and expense. In the event that a master servicer or trustee is requested by the Purchaser to determine the allocation of payments and to make remittances to the certificateholders, the Servicer agrees to service the Mortgage Loans in accordance with the reasonable and customary requirements of such Securitization Transaction, which may include the Servicer’s acting as a subservicer in a master servicing arrangement. Without limiting the foregoing, in connection with each Securitization Transaction, Purchaser shall pay Servicer a fee in the amount of $2,500.00, and, to the extent the Servicer deems it necessary to retain outside counsel, reimburse Servicer for all reasonable legal fees and expenses (in an amount not to exceed $10,000 per Securitization Transaction, provided that there are not extraordinary circumstances in the Seller for reasonable “out-of-pocket” expenses Securitization Transaction that would warrant increased expenses) incurred by the Seller Servicer. In addition, any opinion of outside counsel that relate to such Whole Loan Transfer, including without limitation reimbursement for the amount which reasonably reflects time and effort expended by the Seller in connection therewith. (c) or the Servicer agrees to provide shall be provided at Purchaser’s expense. In order to facilitate compliance with Regulation AB promulgated under the Securities Act, the Seller Seller, the Servicer and the Purchaser agree to comply with the provisions of the Regulation AB Compliance Addendum attached hereto as Addendum I. (d) The Seller shall cooperate with the Purchaser I in connection with any Securitization Transaction contemplated by the Purchaser pursuant to this Section. In connection therewith, the Purchaser shall deliver any Reconstitution Agreement or other document related to the Securitization Transaction to the Seller at least fifteen (15) days prior to the closing of such Securitization Transaction and the Seller shall execute any Reconstitution Agreement that restates the representations and warranties contained in Subsection 7.01 as of the related Closing Date and Subsection 7.02 herein as of the Reconstitution Date. The Reconstitution Agreement shall include such other terms as may be reasonably necessary to effect the a Securitization Transaction. In connection with any Securitization Transaction, the Seller shall not, and shall cause its affiliates not to, as part of the original offering thereof, purchase any of the securities offered in such Securitization Transaction. (e) In connection with each Securitization Transaction, the Seller shall deliver to the Purchaser and to any Person designated by the Purchaser, (i) such statements and audit letters of certified public accountants pertaining to information provided by the Seller as are customarily delivered by originators such as the Seller in connection with securitization transactions and (ii) opinions of counsel as are customarily delivered by originators and reasonably determined by the Purchaser to be necessary in connection any Securitization Transaction. (f) Prior to the Servicing Transfer Date, all All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Securitization Transaction 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. It is understood and agreed by the Purchaser and the Seller Servicer that the right to effectuate such Whole Loan Transfer or Securitization Transaction as contemplated by this Section 32 is limited to the Purchaser.