Common use of Pass Through Transfer Clause in Contracts

Pass Through Transfer. (a) The Purchaser may enter into one or more Securitization Transactions, in each case temporarily retaining the Seller as the servicer thereof. The date on which any Mortgage Loans are included in a Securitization Transaction shall be a “Reconstitution Date”. On any Reconstitution Date, the Mortgage Loans transferred shall cease to be covered by the Interim Servicing Agreement. (b) The Seller shall cooperate with the Purchaser in connection with any Securitization Transaction contemplated by the Purchaser pursuant to this Section 28. In that connection, the Seller shall (a) execute any agreements related to any Securitization Transactions (“Reconstitution Agreements”) within a reasonable period of time after receipt of any Reconstitution Agreement which time shall be sufficient for the Seller and Seller’s counsel to review such Reconstitution Agreement, but such time shall not exceed ten (10) Business Days after such receipt, and (b) provide to the trustee or a third party purchaser, as the case may be, subject to any Reconstitution Agreement and/or the Purchaser: (i) any and all information and appropriate verification of information which may be reasonably available to the Seller, whether through letters of its auditors (the reasonable out-of-pocket cost of which will be borne by the Purchaser) and counsel or otherwise, as the Purchaser shall reasonably request; (ii) to bring each of the Mortgage Loan representations and warranties set forth in the Agreement current as of the date the Mortgage Loans are being transferred pursuant to a Securitization Transaction, provided that, such Mortgage Loan representations and warranties shall be revised, to the extent allowed or required by the rating agencies and the certificate insurer and acceptable to the Purchaser, to reflect the actual pool of Mortgage Loans being securitized; notwithstanding the foregoing, Seller shall, at the time of reconstitution, be entitled to state certain exceptions to the Mortgage Loan representations and warranties necessary to make same true and correct as of the time of the Securitization Transaction and (iii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the trustee, such third party purchaser, any master servicer, any rating agency or the Purchaser, as the case may be, in connection with such transactions; provided, however, that these items shall not be more onerous than such similar items set forth herein. (c) In the event the Purchaser has elected to have the Seller hold record title to the Mortgages, prior to a Reconstitution Date the Seller or its designee shall prepare an assignment of mortgage in blank from the Seller, acceptable to the trustee or such third party, as the case may be, for each Mortgage Loan that is part of a Securitization Transaction and shall pay all preparation and recording costs associated therewith. The Seller 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 or such third party, as the case may be, upon the Seller’s receipt thereof, provided, that the Seller need not record an assignment of mortgage if, at the sole option of the Purchaser, the Seller delivers an opinion of counsel in the applicable jurisdiction that it is not necessary to record the assignment of mortgage to protect the Purchaser’s interest. Additionally, the Seller shall prepare and execute, at the direction of the Purchaser, any Mortgage Note endorsements in connection with any and all Reconstitution Agreements. (d) The Reconstitution Agreement will require the Seller to advance principal and interest payments on each Mortgage Loan at the Mortgage Loan Interest Rate less the Reconstituted Servicing Fee (defined below) on the remittance date of the Reconstitution Agreement. The Reconstitution Agreement will also require in connection with any prepayments, in addition to any prepayment penalties received by the Seller on the prepaid Mortgage Loan, the Seller shall contribute from its own funds to the extent that such contributions do not exceed the Reconstituted Servicing Fee, payable to the Seller for such prior month, any shortfall in the interest component thereof, such that one month’s interest shall be deposited in the Custodial Account, (as defined in the Interim Servicing Agreement), prior to the remittance date of the Reconstitution Agreement. The Seller’s obligation to remit payments of principal and interest shall continue through the liquidation of the Mortgaged Property on the related Mortgage Loan, or until such time that the Seller deems that any future advances of principal and interest would be otherwise non-recoverable. The Reconstituted Servicing Fee shall be .25% per annum times the outstanding principal balance of the Mortgage Loans included in the respective Securitization Transaction. (e) The Seller shall do all things necessary and required by a servicer who services Mortgage Loans under a Securitization Transaction which is a REMIC (defined as a “real estate mortgage conduit” within the meaning Section 860D of the Internal Revenue Code of 1986, as it may be amended from time to time). (f) All Mortgage Loans not sold or transferred pursuant to a Securitization Transaction and any Mortgage Loans repurchased by the Purchaser, shall be subject to the Interim Servicing Agreement and shall continue to be serviced in accordance with the terms of the Interim Servicing Agreement and with respect thereto the Interim Servicing Agreement shall remain in full force and effect.

Pass Through Transfer. (a) The Purchaser may enter into convey the Mortgage Loans to one or more Securitization Transactions, in securitized trust structures (“Pass-Through Transfers”). In each case temporarily retaining the Seller Interim Servicer as the servicer thereof. The date on which any Mortgage Loans are included in a Securitization Transaction Pass-Through Transfer shall be a “Reconstitution Date”. On any Reconstitution Date, the Mortgage Loans transferred shall cease to be covered by the Interim Servicing Agreement. (b) The Seller Interim Servicer shall cooperate with the Purchaser in connection with any Securitization Transaction Pass-Through Transfer contemplated by the Purchaser pursuant to this Section 28. In that connection, the Seller Interim Servicer shall (a) execute any agreements related to any Securitization Transactions Pass-Through Transfers (“Reconstitution Agreements”) within a reasonable period of time after receipt of any Reconstitution Agreement which time shall be sufficient for the Seller Interim Servicer and SellerInterim Servicer’s counsel to review such Reconstitution Agreement, but such time shall not exceed ten (10) Business Days after such receipt, and (b) provide to the trustee or a third party purchaser, as the case may be, subject to any Reconstitution Agreement and/or the Purchaser: (i) any and all information and appropriate verification of information which may be reasonably available to the SellerInterim Servicer, whether through letters of its auditors (the reasonable out-of-pocket cost of which will be borne by the Purchaser) and counsel or otherwise, as the Purchaser shall reasonably request; (ii) to bring each of the Mortgage Loan representations and warranties set forth in the Agreement current as of the date the Mortgage Loans are being transferred pursuant to a Securitization TransactionPass-Through Transfer, provided that, such Mortgage Loan representations and warranties shall be revised, to the extent allowed or required by the rating agencies and the certificate insurer and acceptable to the Purchaser, to reflect the actual pool of Mortgage Loans being securitized; notwithstanding the foregoing, Seller Interim Servicer shall, at the time of reconstitution, be entitled to state certain exceptions to the Mortgage Loan representations and warranties necessary to make same true and correct as of the time of the Securitization Transaction Pass-Through Transfer and (iii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller Interim Servicer as are reasonably believed necessary by the trustee, such third party purchaser, any master servicer, any rating agency or the Purchaser, as the case may be, in connection with such transactions; provided, however, that these items shall not be more onerous than such similar items set forth herein. (c) In the event the Purchaser has elected to have the Seller Interim Servicer hold record title to the Mortgages, prior to a Reconstitution Date the Seller Interim Servicer or its designee shall prepare an assignment of mortgage in blank from the SellerInterim Servicer, acceptable to the trustee or such third party, as the case may be, for each Mortgage Loan that is part of a Securitization Transaction Pass-Through Transfer and shall pay all preparation and recording costs associated therewith. The Seller Interim Servicer 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 or such third party, as the case may be, upon the SellerInterim Servicer’s receipt thereof, provided, that the Seller Interim Servicer need not record an assignment of mortgage if, at the sole option of the Purchaser, the Seller Interim Servicer delivers an opinion of counsel in the applicable jurisdiction that it is not necessary to record the assignment of mortgage to protect the Purchaser’s interest. Additionally, the Seller Interim Servicer shall prepare and execute, at the direction of the Purchaser, any Mortgage Note endorsements in connection with any and all Reconstitution Agreements. (d) The Reconstitution Agreement will require the Seller Interim Servicer to advance principal and interest payments on each Mortgage Loan at the Mortgage Loan Interest Rate less the Reconstituted Servicing Fee (defined below) on the remittance date of the Reconstitution Agreement. The Reconstitution Agreement will also require in connection with any prepayments, in addition to any prepayment penalties received by the Seller Interim Servicer on the prepaid Mortgage Loan, the Seller Interim Servicer shall contribute from its own funds to the extent that such contributions do not exceed the Reconstituted Servicing Fee, payable to the Seller Interim Servicer for such prior month, any shortfall in the interest component thereof, such that one month’s interest shall be deposited in the Custodial Account, (as defined in the Interim Servicing Agreement), prior to the remittance date of the Reconstitution Agreement. The SellerInterim Servicer’s obligation to remit payments of principal and interest shall continue through the liquidation of the Mortgaged Property on the related Mortgage Loan, or until such time that the Seller Interim Servicer deems that any future advances of principal and interest would be otherwise non-recoverable. The Reconstituted Servicing Fee shall be .25% per annum times the outstanding principal balance of the Mortgage Loans included in the respective Securitization TransactionPass-Through Transfer. (e) The Seller Interim Servicer shall do all things necessary and required by a servicer who services Mortgage Loans under a Securitization Transaction Pass-Through Transfer which is a REMIC (defined as a “real estate mortgage conduit” within the meaning Section 860D of the Internal Revenue Code of 1986, as it may be amended from time to time). (f) All Mortgage Loans not sold or transferred pursuant to a Securitization Transaction Pass-Through Transfer and any Mortgage Loans repurchased by the Purchaser, shall be subject to the Interim Servicing Agreement and shall continue to be serviced in accordance with the terms of the Interim Servicing Agreement and with respect thereto the Interim Servicing Agreement shall remain in full force and effect.

Pass Through Transfer. (a) Section 7.01 Removal of Mortgage Loans from Inclusion Under this Agreement Upon a Pass-Through Transfer on One or More Reconstitution Dates. The Purchaser may enter into one and the Company agree that with respect to some or more Securitization Transactionsall of the Mortgage Loans, in each case temporarily from time to time the Purchaser shall effect a Whole Loan Transfer, a Pass-Through Transfer or an Agency Transfer, retaining the Seller Company as the servicer thereof. The date on which any Mortgage Loans are included in a Securitization Transaction shall be a “Reconstitution Date”, or as applicable the "seller/servicer". On any the related Reconstitution Date, the Mortgage Loans transferred shall cease to be covered by the Interim Servicing this Agreement. (b) . The Seller Company shall cooperate with the Purchaser in connection with any Securitization Transaction Transfer contemplated by the Purchaser pursuant to this Section 287.01. In that connection, the Seller Company shall (a) execute any agreements related to any Securitization Transactions (“Reconstitution Agreements”) Agreement within a reasonable period of time after receipt of any Reconstitution Agreement which time shall be sufficient for the Seller Company and Seller’s Company's counsel to review such Reconstitution Agreement, but such time shall not exceed ten (10) Business Days after such receipt, and (b) provide to the trustee or a third party purchaser, as the case may be, subject to any Reconstitution Agreement and/or the Purchaser: (i) any and all information and appropriate verification of information which may be reasonably available to the SellerCompany, whether through letters of its auditors (the reasonable out-of-pocket cost of which will shall be borne by the Purchaser) and counsel or otherwise, as the Purchaser shall reasonably request; (ii) to bring restate each of the Mortgage Loan representations and warranties set forth in the Agreement current Section 3.01 as of the date the Mortgage Loans are being transferred pursuant to a Securitization TransactionClosing Date, provided that, such Mortgage Loan representations and warranties shall be revised, to the extent allowed or required by the rating agencies and the certificate insurer and acceptable to the Purchaser, to reflect the actual pool of Mortgage Loans being securitized; notwithstanding the foregoing, Seller shall, at the time of reconstitution, be entitled to state certain exceptions to the Mortgage Loan representations and warranties necessary to make same true and correct as of the time of the Securitization Transaction and (iii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller Company as are reasonably believed necessary by the trustee, such third party purchaser, any master servicer, any rating agency or the Purchaser, as the case may be, in connection with such transactions; provided, however, that these items shall not be more onerous than such similar items set forth herein. , and (c) In to deliver to Purchaser and any prospective purchaser within three (3) Business Days after request by Purchaser or prospective purchaser, information, in form and substance satisfactory to Purchaser and such prospective purchaser, with respect to each originator of the event Mortgage Loans (x) reasonably requested by the Purchaser or (y) required by Item 1110 of Regulation AB under the Securities Act and the Securities Exchange Act, which as of the date hereof requires the following information: (i) the originator's form of organization; and (ii) a description of the originator's origination program and how long the originator has elected to have been engaged in originating residential mortgage loans, which description must include a discussion of the Seller hold record title to originator's experience in originating mortgage loans of the Mortgages, prior to a Reconstitution Date the Seller or its designee shall prepare an assignment of mortgage in blank from the Seller, acceptable to the trustee or such third party, same type as the case Mortgage Loans and information regarding the size and composition of the originator's origination portfolio as well as information that may bebe material, for each Mortgage Loan that is part of a Securitization Transaction and shall pay all preparation and recording costs associated therewith. The Seller shall execute each assignment of mortgage, track such assignments of mortgage to ensure they have been recorded and deliver them as required by in the trustee or such third party, as the case may be, upon the Seller’s receipt thereof, provided, that the Seller need not record an assignment of mortgage if, at the sole option good faith judgment of the Purchaser, the Seller delivers to an opinion of counsel in the applicable jurisdiction that it is not necessary to record the assignment of mortgage to protect the Purchaser’s interest. Additionally, the Seller shall prepare and execute, at the direction analysis of the Purchaserperformance of the Mortgage Loans, any such as the originators' credit-granting or underwriting criteria for mortgage loans of the same type as the Mortgage Note endorsements in connection with any Loans; and all Reconstitution Agreements. (d) to deliver to the Purchaser and any prospective purchaser within three (3) Business Days after request by Purchaser, Static Pool Information with respect to those mortgage loans that were originated by the originator of the Mortgage Loans and which are of the same type as the Mortgage Loans, which as of the date hereof require Static Pool Information regarding delinquencies, cumulative losses and prepayments by vintage origination year or prior securitized pools, as applicable. A vintage origination year represents mortgage loans originated during the same year. Such Static Pool Information shall be for the prior five years or for so long as the originator has been originating (in the case of data by vintage origination year) or securitizing (in the case of data by prior securitized pools) such mortgage loans, if originating for less than five years. The Reconstitution Agreement will require Static Pool Information for each vintage origination year or prior securitized pool, as applicable, shall be presented in monthly increments over the Seller life of the mortgage loans included in the vintage origination year or prior securitized pool. The Assignments of Mortgage are generally required to advance principal and interest payments be recorded by or on each behalf of the Company in the appropriate offices for real property records; provided however, the Company shall not cause to be recorded any Assignment which relates to a Mortgage Loan at in a jurisdiction where either the Rating Agencies (in the case of Agency or Pass-Through Transfers) or purchasers (in the case of Whole Loan Transfers) do not require recordation; provided further, however, notwithstanding the foregoing, upon the occurrence of certain events set forth in the pooling agreement (in the case of and Agency or Pass-Through Transfer), each such assignment of Mortgage Loan Interest Rate less shall be recorded by the Reconstituted Servicing Fee (defined below) on master servicer or the remittance date of trustee as set forth in the Reconstitution Agreement. The Reconstitution Agreement Any costs associated with the recording of such Assignments of Mortgage and other relevant documents will also require in connection with any prepayments, in addition to any prepayment penalties received be borne by the Seller on Company. In the prepaid event that Purchaser sells any Mortgage LoanLoans in a Whole Loan Transfer and the subsequent purchaser requests recorded Assignments of Mortgage, the Seller Company, shall contribute from at its own funds expense cause to the extent that such contributions do not exceed the Reconstituted Servicing Fee, payable to the Seller for such prior month, be recorded any shortfall in the interest component thereof, such that one month’s interest shall be deposited in the Custodial Account, (as defined in the Interim Servicing Agreement), prior to the remittance date Assignments of the Reconstitution AgreementMortgage. The Seller’s obligation to remit payments of principal and interest shall continue through the liquidation of the Mortgaged Property on the related Mortgage Loan, or until such time that the Seller deems that any future advances of principal and interest would be otherwise non-recoverable. The Reconstituted Servicing Fee shall be .25% per annum times the outstanding principal balance of the Mortgage Loans included in the respective Securitization Transaction. (e) The Seller shall do all things necessary and required by a servicer who services Mortgage Loans under a Securitization Transaction which is a REMIC (defined as a “real estate mortgage conduit” within the meaning Section 860D of the Internal Revenue Code of 1986, as it may be amended from time to time). (f) All Mortgage Loans not sold or transferred pursuant to a Securitization Transaction Pass-Through Transfer and any Mortgage Loans repurchased by the PurchaserPurchaser pursuant to Section 7.02 hereof, shall be subject to the Interim Servicing this Agreement and shall continue to be serviced in accordance with the terms of the Interim Servicing this Agreement and with respect thereto the Interim Servicing this Agreement shall remain in full force and effect. The Purchaser shall pay the Seller's reasonable legal fees for the review of any matters related to a Transfer or Reconstitution Agreement and shall reimburse the Company for any out-of-pocket expenses incurred in connection with entering into any Reconstitution Agreement. In connection with any Securitization Transfer, the Servicer shall, if requested by the Purchaser or its designee, deliver to the Purchaser or its designee within three (3) Business Days after such request information, in form and substance satisfactory to the Purchaser or such designee, with respect to such Servicer information reasonably requested by the Purchaser or its designee and the information set forth under Item 1108(b) and 1108(c) of Regulation AB (collectively, the "Servicer Information"), which as of the date hereof includes: (1) a description of the Servicer's form of organization; (2) a description of how long the Servicer has been servicing residential mortgage loans; a general discussion of the Servicer's experience in servicing assets of any type as well as a more detailed discussion of the Servicer's experience in, and procedures for the servicing function it will perform under this Agreement and any Reconstitution Agreements; information regarding the size, composition and growth of the Servicer's portfolio of mortgage loans of the type similar to the Mortgage Loans and information on factors related to the Servicer that may be material, in the good faith judgment of the Purchaser, to any analysis of the servicing of the Mortgage Loans or the related asset-backed securities, as applicable (including, without limitation, whether any prior securitizations of mortgage loans of the type similar to the Mortgage Loans involving the Servicer have defaulted or experienced an early amortization or other performance triggering event because of servicing; the extent of outsourcing the Servicer utilizes; whether there has been previous disclosure of noncompliance with Servicing Criteria with respect to other securitizations involving the Servicer; whether there has been any termination of the Company as servicer in a mortgage loan securitization; and whether in a mortgage loan securitization a servicing performance test or trigger that could have resulted in the termination of the Company as servicer was reached, whether or not the Company was so terminated); (3) a description of any material changes to the Servicer's policies or procedures in the servicing function it will perform under this Agreement and any Reconstitution Agreements for mortgage loans of the type similar to the Mortgage Loans during the past three years; (4) information regarding the Servicer's financial condition to the extent that there is a risk that the effect on one or more aspects of servicing resulting from such financial condition could have an impact on the performance of the securities issued in the Securitization Transfer, or on servicing of mortgage loans of the same asset type as the Mortgage Loans; (5) statistical information regarding advances made by the Servicer on the Mortgage Loans and the Servicer's overall servicing portfolio for the past three years; (6) the Servicer's process for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of REO Properties, sale of the Mortgage Loans or workouts; and (7) the Servicer's processes and procedures designed to address any special or unique factors involved in servicing loans of the same type as the Mortgage Loans.

Pass Through Transfer. (a) The Purchaser may enter into convey the Mortgage Loans to one or more Securitization Transactions, in securitized trust structures ("Pass-Through Transfers"). In each case temporarily retaining the Seller Interim Servicer as the servicer thereof. The date on which any Mortgage Loans are included in a Securitization Transaction Pass-Through Transfer shall be a “Reconstitution Date”. On any Reconstitution Date, the Mortgage Loans transferred shall cease to be covered by the Interim Servicing Agreement. (b) The Seller Interim Servicer shall cooperate with the Purchaser in connection with any Securitization Transaction Pass-Through Transfer contemplated by the Purchaser pursuant to this Section 28. In that connection, the Seller Interim Servicer shall (a) execute any agreements related to any Securitization Transactions Pass-Through Transfers (“"Reconstitution Agreements”") within a reasonable period of time after receipt of any Reconstitution Agreement which time shall be sufficient for the Seller Interim Servicer and Seller’s Interim Servicer's counsel to review such Reconstitution Agreement, but such time shall not exceed ten (10) Business Days after such receipt, and (b) provide to the trustee or a third party purchaser, as the case may be, subject to any Reconstitution Agreement and/or the Purchaser: (i) any and all information and appropriate verification of information which may be reasonably available to the SellerInterim Servicer, whether through letters of its auditors (the reasonable out-of-pocket cost of which will be borne by the Purchaser) and counsel or otherwise, as the Purchaser shall reasonably request; (ii) to bring each of the Mortgage Loan representations and warranties set forth in the Agreement current as of the date the Mortgage Loans are being transferred pursuant to a Securitization TransactionPass-Through Transfer, provided that, such Mortgage Loan representations and warranties shall be revised, to the extent allowed or required by the rating agencies and the certificate insurer and acceptable to the Purchaser, to reflect the actual pool of Mortgage Loans being securitized; notwithstanding the foregoing, Seller Interim Servicer shall, at the time of reconstitution, be entitled to state certain exceptions to the Mortgage Loan representations and warranties necessary to make same true and correct as of the time of the Securitization Transaction Pass-Through Transfer and (iii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller Interim Servicer as are reasonably believed necessary by the trustee, such third party purchaser, any master servicer, any rating agency or the Purchaser, as the case may be, in connection with such transactions; provided, however, that these items shall not be more onerous than such similar items set forth herein. (c) In the event the Purchaser has elected to have the Seller Interim Servicer hold record title to the Mortgages, prior to a Reconstitution Date the Seller Interim Servicer or its designee shall prepare an assignment of mortgage in blank from the SellerInterim Servicer, acceptable to the trustee or such third party, as the case may be, for each Mortgage Loan that is part of a Securitization Transaction Pass-Through Transfer and shall pay all preparation and recording costs associated therewith. The Seller Interim Servicer 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 or such third party, as the case may be, upon the Seller’s Interim Servicer's receipt thereof, provided, that the Seller Interim Servicer need not record an assignment of mortgage if, at the sole option of the Purchaser, the Seller Interim Servicer delivers an opinion of counsel in the applicable jurisdiction that it is not necessary to record the assignment of mortgage to protect the Purchaser’s 's interest. Additionally, the Seller Interim Servicer shall prepare and execute, at the direction of the Purchaser, any Mortgage Note endorsements in connection with any and all Reconstitution Agreements. (d) The Reconstitution Agreement will require the Seller Interim Servicer to advance principal and interest payments on each Mortgage Loan at the Mortgage Loan Interest Rate less the Reconstituted Servicing Fee (defined below) on the remittance date of the Reconstitution Agreement. The Reconstitution Agreement will also require in connection with any prepayments, in addition to any prepayment penalties received by the Seller Interim Servicer on the prepaid Mortgage Loan, the Seller Interim Servicer shall contribute from its own funds to the extent that such contributions do not exceed the Reconstituted Servicing Fee, payable to the Seller Interim Servicer for such prior month, any shortfall in the interest component thereof, such that one month’s 's interest shall be deposited in the Custodial Account, (as defined in the Interim Servicing Agreement), prior to the remittance date of the Reconstitution Agreement. The Seller’s Interim Servicer's obligation to remit payments of principal and interest shall continue through the liquidation of the Mortgaged Property on the related Mortgage Loan, or until such time that the Seller Interim Servicer deems that any future advances of principal and interest would be otherwise non-recoverable. The Reconstituted Servicing Fee shall be .25% per annum times the outstanding principal balance of the Mortgage Loans included in the respective Securitization TransactionPass-Through Transfer. (e) The Seller Interim Servicer shall do all things necessary and required by a servicer who services Mortgage Loans under a Securitization Transaction Pass-Through Transfer which is a REMIC (defined as a “"real estate mortgage conduit” " within the meaning Section 860D of the Internal Revenue Code of 1986, as it may be amended from time to time). (f) All Mortgage Loans not sold or transferred pursuant to a Securitization Transaction Pass-Through Transfer and any Mortgage Loans repurchased by the Purchaser, shall be subject to the Interim Servicing Agreement and shall continue to be serviced in accordance with the terms of the Interim Servicing Agreement and with respect thereto the Interim Servicing Agreement shall remain in full force and effect.

Pass Through Transfer. (a) Section 7.01 Removal of Mortgage Loans from Inclusion Under this Agreement Upon a Pass-Through Transfer on One or More Reconstitution Dates. The Purchaser may enter into one and the Company agree that with respect to some or more Securitization Transactionsall of the Mortgage Loans, in each case temporarily from time to time the Purchaser shall effect a Whole Loan Transfer, a Pass-Through Transfer or an Agency Transfer, retaining the Seller Company as the servicer thereof. The date on which any Mortgage Loans are included in a Securitization Transaction shall be a , or as applicable the “Reconstitution Dateseller/servicer”. On any the related Reconstitution Date, the Mortgage Loans transferred shall cease to be covered by the Interim Servicing this Agreement. (b) . The Seller Company shall cooperate with the Purchaser in connection with any Securitization Transaction Transfer contemplated by the Purchaser pursuant to this Section 287.01. In that connection, the Seller Company shall (a) execute any agreements related to any Securitization Transactions (“Reconstitution Agreements”) Agreement within a reasonable period of time after receipt of any Reconstitution Agreement which time shall be sufficient for the Seller Company and SellerCompany’s counsel to review such Reconstitution Agreement, but such time shall not exceed ten (10) Business Days after such receipt, and (b) provide to the trustee or a third party purchaser, as the case may be, subject to any Reconstitution Agreement and/or the Purchaser: (i) any and all information and appropriate verification of information which may be reasonably available to the SellerCompany, whether through letters of its auditors (the reasonable out-of-pocket cost of which will shall be borne by the Purchaser) and counsel or otherwise, as the Purchaser shall reasonably request; (ii) to bring each of the Mortgage Loan representations and warranties set forth in the Section 3.01 (except Section 3.01(j))of the Agreement current as of the date the Mortgage Loans are being transferred pursuant to a Securitization TransactionTransfer, provided that, such Mortgage Loan representations and warranties shall be revised, to the extent allowed or required by the rating agencies and the certificate insurer and acceptable to the Purchaser, to reflect the actual pool of Mortgage Loans being securitized; notwithstanding the foregoing, Seller shall, at the time of reconstitution, be entitled to state certain exceptions to the Mortgage Loan representations and warranties necessary to make same true and correct as of the time of the Securitization Transaction and (iii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller Company as are reasonably believed necessary by the trustee, such third party purchaser, any master servicer, any rating agency or the Purchaser, as the case may be, in connection with such transactions; provided, however, that these items shall not be more onerous than such similar items set forth herein. (c) In the event the Purchaser has elected to have the Seller hold record title to the Mortgages, prior to a Reconstitution Date the Seller or its designee shall prepare an assignment of mortgage in blank from the Seller, acceptable to the trustee or such third party, as the case may be, for each Mortgage Loan that is part of a Securitization Transaction and shall pay all preparation and recording costs associated therewith. The Seller 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 or such third party, as the case may be, upon the Seller’s receipt thereof, provided, that the Seller need not record an assignment of mortgage if, at the sole option of the Purchaser, the Seller delivers an opinion of counsel in the applicable jurisdiction that it is not necessary to record the assignment of mortgage to protect the Purchaser’s interest. Additionally, the Seller shall prepare and execute, at the direction of the Purchaser, any Mortgage Note endorsements in connection with any and all Reconstitution Agreements. (d) The Reconstitution Agreement will require the Seller to advance principal and interest payments on each Mortgage Loan at the Mortgage Loan Interest Rate less the Reconstituted Servicing Fee (defined below) on the remittance date of the Reconstitution Agreement. The Reconstitution Agreement will also require in connection with any prepayments, in addition to any prepayment penalties received by the Seller on the prepaid Mortgage Loan, the Seller shall contribute from its own funds to the extent that such contributions do not exceed the Reconstituted Servicing Fee, payable to the Seller for such prior month, any shortfall in the interest component thereof, such that one month’s interest shall be deposited in the Custodial Account, (as defined in the Interim Servicing Agreement), prior to the remittance date of the Reconstitution Agreement. The Seller’s obligation to remit payments of principal and interest shall continue through the liquidation of the Mortgaged Property on the related Mortgage Loan, or until such time that the Seller deems that any future advances of principal and interest would be otherwise non-recoverable. The Reconstituted Servicing Fee shall be .25% per annum times the outstanding principal balance of the Mortgage Loans included in the respective Securitization Transaction. (e) The Seller shall do all things necessary and required by a servicer who services Mortgage Loans under a Securitization Transaction which is a REMIC (defined as a “real estate mortgage conduit” within the meaning Section 860D of the Internal Revenue Code of 1986, as it may be amended from time to time). (f) All Mortgage Loans not sold or transferred pursuant to a Securitization Transaction Pass-Through Transfer and any Mortgage Loans repurchased by the PurchaserPurchaser pursuant to Section 7.02 hereof, shall be subject to the Interim Servicing this Agreement and shall continue to be serviced in accordance with the terms of the Interim Servicing this Agreement and with respect thereto the Interim Servicing this Agreement shall remain in full force and effect. The Purchaser shall pay the Seller’s reasonable legal fees for the review of any matters related to a Transfer or Reconstitution Agreement and shall reimburse the Company for any out-of-pocket expenses incurred in connection with entering into any Reconstitution Agreement.

Pass Through Transfer. (a) The Purchaser may enter into convey the Mortgage Loans to one or more Securitization Transactionssecuritized trust structures ("Pass Through Transfers"), and in each case may temporarily retaining retain the Seller as the servicer thereof. The date on which any Mortgage Loans are included in a Securitization Transaction Pass-Through Transfer shall be a “"Reconstitution Date”". On any Reconstitution Date, the Mortgage Loans transferred shall cease to be covered by the Interim Agreement. Until the Servicing Agreement. (b) The Transfer Date, the Seller shall cooperate with the Purchaser in connection with any Securitization Transaction Pass-Through Transfer contemplated by the Purchaser pursuant to this Section 28. In that connection, during the period prior to the Transfer Date, the Seller shall (a) subject to subpart (b) hereof, execute any agreements related to any Securitization Transactions Pass-Through Transfers (“"Reconstitution Agreements”") within a reasonable period of time after receipt of any Reconstitution Agreement which time shall be sufficient for the Seller and Seller’s 's counsel to review such Reconstitution Agreement, but such time shall not exceed ten (10) Business Days after such receipt, and (b) provide to the trustee or a third party purchaser, as the case may be, subject to any Reconstitution Agreement and/or the Purchaser: (i) any and all information and appropriate verification of information which may be reasonably available to the Seller, whether through letters of its auditors (the reasonable out-of-pocket cost of which will be borne by the Purchaser) and counsel or otherwise, as the Purchaser shall reasonably request; (ii) to bring each of the Mortgage Loan representations and warranties set forth in Section 6 of the Agreement current as of the date the Mortgage Loans are being transferred pursuant to a Securitization TransactionPass-Through Transfer, provided that, such Mortgage Loan representations and warranties shall be revised, to the extent allowed or required by the rating agencies and the certificate insurer and acceptable to the Purchaser, to reflect the actual pool of Mortgage Loans being securitized; notwithstanding the foregoing, Seller shall, at the time of reconstitution, be entitled to state certain exceptions to the Mortgage Loan representations and warranties necessary to make same true and correct as of the time of the Securitization Transaction and (iii) such provide additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller, which additional obligations shall impose no greater burdens on the Seller as than those otherwise set forth herein, which are reasonably believed necessary by the trustee, such third party purchaser, any master servicer, any rating agency or the Purchaser, as the case may be, in connection with such transactions; provided, however, that these items shall not be more onerous than such similar items set forth herein. (c) In the event the Purchaser has elected to have the Seller hold record title to the Mortgages, prior to a Reconstitution Date the Seller or its designee shall prepare an assignment of mortgage in blank from the Seller, acceptable to the trustee or such third party, as the case may be, for each Mortgage Loan that is part of a Securitization Transaction and shall pay all preparation and recording costs associated therewith. The Seller 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 or such third party, as the case may be, upon the Seller’s receipt thereof, provided, that the Seller need not record an assignment of mortgage if, at the sole option of the Purchaser, the Seller delivers an opinion of counsel in the applicable jurisdiction that it is not necessary to record the assignment of mortgage to protect the Purchaser’s interest. Additionally, the Seller shall prepare and execute, at the direction of the Purchaser, any Mortgage Note endorsements in connection with any and all Reconstitution Agreements. (d) The Reconstitution Agreement will require the Seller to advance principal and interest payments on each Mortgage Loan at the Mortgage Loan Interest Rate less the Reconstituted Servicing Fee (defined below) on the remittance date of the Reconstitution Agreement. The Reconstitution Agreement will also require in connection with any prepayments, in addition to any prepayment penalties received by the Seller on the prepaid Mortgage Loan, the Seller shall contribute from its own funds to the extent that such contributions do not exceed the Reconstituted Servicing Fee, payable to the Seller for such prior month, any shortfall in the interest component thereof, such that one month’s 's interest shall be deposited in the Custodial Account, (as defined in the Interim Servicing Agreement), prior to the remittance date of the Reconstitution Agreement. The Seller’s 's obligation to remit payments of principal and interest shall continue through the liquidation of the Mortgaged Mortgage Property on the related Mortgage Loan, or until such time that the Seller deems that any future advances of principal and interest would be otherwise non-recoverable. The Reconstituted Servicing Fee shall be .25% 25 basis points per annum times the outstanding principal balance of the Mortgage Loans included in the respective Securitization Transaction. (e) The receptive Pass-Through Transfer. While servicing the Mortgage Loans, the Seller shall do all things necessary and required by a servicer who services Mortgage Loans under a Securitization Transaction Pass-Through Transfer which is a REMIC (defined as a “"real estate mortgage conduit” " within the meaning of Section 860D of the Internal Revenue Code of 1986, as it may be amended from time to time). (f) . All Mortgage Loans not sold or transferred pursuant to a Securitization Transaction and Pass-Through Transfer or any Mortgage Loans repurchased by the Purchaser, shall be subject to the Interim Servicing Agreement and shall continue to be serviced in accordance with the terms of the Interim Servicing Agreement and with respect thereto the Interim Servicing Agreement shall remain in full force and effect.

Pass Through Transfer. (a) The Purchaser may enter into convey the Mortgage Loans to one or more Securitization Transactions, in securitized trust structures ("Pass-Through Transfers"). In each case temporarily retaining the Seller as the servicer thereof. The date on which any Mortgage Loans are included in a Securitization Transaction Pass-Through Transfer shall be a “Reconstitution Date”. On any Reconstitution Date, the Mortgage Loans transferred shall cease to be covered by the Interim Servicing Agreement. (b) . The Seller shall cooperate with the Purchaser in connection with any Securitization Transaction Pass-Through Transfer contemplated by the Purchaser pursuant to this Section 28. In that connection, the Seller shall (a) execute any agreements related to any Securitization Transactions Pass-Through Transfers (“"Reconstitution Agreements”") within a reasonable period of time after receipt of any Reconstitution Agreement which time shall be sufficient for the Seller and Seller’s 's counsel to review such Reconstitution Agreement, but such time shall not exceed ten (10) Business Days after such receipt, and (b) provide to the trustee or a third party purchaser, as the case may be, subject to any Reconstitution Agreement and/or the Purchaser: (i) any and all information and appropriate verification of information which may be reasonably available to the Seller, whether through letters of its auditors (the reasonable out-of-pocket cost of which will be borne by the Purchaser) and counsel or otherwise, as the Purchaser shall reasonably request; (ii) to bring each of the Mortgage Loan representations and warranties set forth in the Agreement current as of the date the Mortgage Loans are being transferred pursuant to a Securitization TransactionPass-Through Transfer, provided that, such Mortgage Loan representations and warranties shall be revised, to the extent allowed or required by the rating agencies and the certificate insurer and acceptable to the Purchaser, to reflect the actual pool of Mortgage Loans being securitized; notwithstanding the foregoing, Seller shall, at the time of reconstitution, be entitled to state certain exceptions to the Mortgage Loan representations and warranties necessary to make same true and correct as of the time of the Securitization Transaction Pass-Through Transfer and (iii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the trustee, such third party purchaser, any master servicer, any rating agency or the Purchaser, as the case may be, in connection with such transactions; provided, however, that these items shall not be more onerous than such similar items set forth herein. (c) . In the event the Purchaser has elected to have the Seller hold record title to the Mortgages, prior to a Reconstitution Date the Seller or its designee shall prepare an assignment of mortgage in blank from the Seller, acceptable to the trustee or such third party, as the case may be, for each Mortgage Loan that is part of a Securitization Transaction Pass-Through Transfer and shall pay all preparation and recording costs associated therewith. The Seller 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 or such third party, as the case may be, upon the Seller’s 's receipt thereof, provided, that the Seller need not record an assignment of mortgage if, at the sole option of the Purchaser, the Seller delivers an opinion of counsel in the applicable jurisdiction that it is not necessary to record the assignment of mortgage to protect the Purchaser’s 's interest. Additionally, the Seller shall prepare and execute, at the direction of the Purchaser, any Mortgage Note endorsements in connection with any and all Reconstitution Agreements. (d) . The Reconstitution Agreement will require the Seller to advance principal and interest payments on each Mortgage Loan at the Mortgage Loan Interest Rate less the Reconstituted Servicing Fee (defined below) on the remittance date of the Reconstitution Agreement. The Reconstitution Agreement will also require in connection with any prepayments, in addition to any prepayment penalties received by the Seller on the prepaid Mortgage Loan, the Seller shall contribute from its own funds to the extent that such contributions do not exceed the Reconstituted Servicing Fee, payable to the Seller for such prior month, any shortfall in the interest component thereof, such that one month’s 's interest shall be deposited in the Custodial Account, (as defined in the Interim Servicing Agreement), prior to the remittance date of the Reconstitution Agreement. The Seller’s 's obligation to remit payments of principal and interest shall continue through the liquidation of the Mortgaged Property on the related Mortgage Loan, or until such time that the Seller deems that any future advances of principal and interest would be otherwise non-recoverable. The Reconstituted Servicing Fee shall be .250.25% per annum times the outstanding principal balance of the Mortgage Loans included in the respective Securitization Transaction. (e) Pass-Through Transfer. The Seller shall do all things necessary and required by a servicer who services Mortgage Loans under a Securitization Transaction Pass-Through Transfer which is a REMIC (defined as a “"real estate mortgage conduit” " within the meaning Section 860D of the Internal Revenue Code of 1986, as it may be amended from time to time). (f) . All Mortgage Loans not sold or transferred pursuant to a Securitization Transaction Pass-Through Transfer and any Mortgage Loans repurchased by the Purchaser, shall be subject to the Interim Servicing Agreement and shall continue to be serviced in accordance with the terms of the Interim Servicing Agreement and with respect thereto the Interim Servicing Agreement shall remain in full force and effect.

Pass Through Transfer. Notwithstanding anything in this Agreement to the contrary, if any Mortgage Loan becomes subject to a Pass-Through Transfer, the Company (a) The Purchaser may enter into one or more Securitization Transactionswith respect to such Mortgage Loan, in each case temporarily retaining the Seller as the servicer thereof. The date on which shall not permit any modification with respect to such Mortgage Loans are included in a Securitization Transaction shall be a “Reconstitution Date”. On any Reconstitution Date, Loan that would change the Mortgage Loans transferred shall cease to be covered by the Interim Servicing Agreement. (b) The Seller shall cooperate with the Purchaser in connection with any Securitization Transaction contemplated by the Purchaser pursuant to this Section 28. In that connection, the Seller shall (a) execute any agreements related to any Securitization Transactions (“Reconstitution Agreements”) within a reasonable period of time after receipt of any Reconstitution Agreement which time shall be sufficient for the Seller and Seller’s counsel to review such Reconstitution Agreement, but such time shall not exceed ten (10) Business Days after such receipt, Interest Rate and (b) provide shall not (unless the Mortgagor is in default with respect to such Mortgage Loan or such default is, in the trustee judgment of the Company, reasonably foreseeable) make or a third party purchaserpermit any modification, as the case may be, subject to waiver or amendment of any Reconstitution Agreement and/or the Purchaser: term of such Mortgage Loan that would both (i) any and all information and appropriate verification effect an exchange or reissuance of information which may be reasonably available to such Mortgage Loan under Section 1001 of the Seller, whether through letters of its auditors Code (the reasonable out-of-pocket cost of which will be borne by the Purchaseror Treasury regulations promulgated thereunder) and counsel or otherwise, as the Purchaser shall reasonably request; (ii) cause any REMIC to bring each fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions” after the startup date under the REMIC Provisions. Prior to taking any action described in clause (b) of the Mortgage Loan representations and warranties set forth in the Agreement current as of the date immediately preceding paragraph with respect to the Mortgage Loans are being transferred pursuant subject to a Securitization TransactionPass-Through Transfer, provided that, such Mortgage Loan representations and warranties shall be revised, to the extent allowed or required by the rating agencies and the certificate insurer and acceptable to the Purchaser, to reflect the actual pool Company will obtain an Opinion of Mortgage Loans being securitized; notwithstanding the foregoing, Seller shall, at the time of reconstitution, be entitled to state certain exceptions to the Mortgage Loan representations and warranties necessary to make same true and correct as of the time of the Securitization Transaction and (iii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the trustee, such third party purchaser, any master servicer, any rating agency or the Purchaser, as the case may be, in connection with such transactions; provided, however, that these items shall not be more onerous than such similar items set forth herein. (c) In the event the Purchaser has elected to have the Seller hold record title to the Mortgages, prior to a Reconstitution Date the Seller or its designee shall prepare an assignment of mortgage in blank from the Seller, Counsel acceptable to the trustee or in such third party, as Pass-Through Transfer with respect to whether such action could result in the case may be, for each Mortgage Loan that is part imposition of a Securitization Transaction and shall pay all preparation and recording costs associated therewith. The Seller 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 or such third party, as the case may be, tax upon the Seller’s receipt thereof, provided, that the Seller need any REMIC (including but not record an assignment of mortgage if, at the sole option of the Purchaser, the Seller delivers an opinion of counsel in the applicable jurisdiction that it is not necessary to record the assignment of mortgage to protect the Purchaser’s interest. Additionally, the Seller shall prepare and execute, at the direction of the Purchaser, any Mortgage Note endorsements in connection with any and all Reconstitution Agreements. (d) The Reconstitution Agreement will require the Seller to advance principal and interest payments on each Mortgage Loan at the Mortgage Loan Interest Rate less the Reconstituted Servicing Fee (defined below) on the remittance date of the Reconstitution Agreement. The Reconstitution Agreement will also require in connection with any prepayments, in addition to any prepayment penalties received by the Seller on the prepaid Mortgage Loan, the Seller shall contribute from its own funds limited to the extent that such contributions do not exceed the Reconstituted Servicing Fee, payable to the Seller for such prior month, any shortfall in the interest component thereof, such that one month’s interest shall be deposited in the Custodial Account, (tax on prohibited transactions as defined in Section 860F(a)(2) of the Interim Servicing AgreementCode and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code)(either such event, an “Adverse REMIC Event”), prior and the Company shall not take any such actions as to the remittance date of the Reconstitution Agreementwhich it has been advised that an Adverse REMIC Event could occur. The Seller’s obligation to remit payments Company shall not permit the creation of principal and interest shall continue through the liquidation of the Mortgaged Property on the related Mortgage Loan, or until such time that the Seller deems that any future advances of principal and interest would be otherwise non-recoverable. The Reconstituted Servicing Fee shall be .25% per annum times the outstanding principal balance of the Mortgage Loans included in the respective Securitization Transaction. “interests” (e) The Seller shall do all things necessary and required by a servicer who services Mortgage Loans under a Securitization Transaction which is a REMIC (defined as a “real estate mortgage conduit” within the meaning of Section 860D 860G of the Internal Revenue Code of 1986, Code) in any REMIC. The Company shall not enter into any arrangement by which a REMIC will receive a fee or other compensation for services nor permit a REMIC to receive any income from assets other than “qualified mortgages” as it may be amended from time to time). (fdefined in Section 860G(a)(3) All Mortgage Loans not sold or transferred pursuant to a Securitization Transaction and any Mortgage Loans repurchased by the Purchaser, shall be subject to the Interim Servicing Agreement and shall continue to be serviced in accordance with the terms of the Interim Servicing Agreement and with respect thereto Code or “permitted investments” as defined in Section 860G(a)(5) of the Interim Servicing Agreement shall remain in full force and effectCode.