Common use of Pass Through Transfer Clause in Contracts

Pass Through Transfer. 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 and the Company agree that with respect to some or all of the Mortgage Loans, from time to time the Purchaser shall effect a Whole Loan Transfer, a Pass-Through Transfer or an Agency Transfer, retaining the Company as the servicer thereof, or as applicable the "seller/servicer". On the related Reconstitution Date, the Mortgage Loans transferred shall cease to be covered by this Agreement. The Company shall cooperate with the Purchaser in connection with any Transfer contemplated by the Purchaser pursuant to this Section 7.01. In that connection, the Company shall (a) execute any Reconstitution Agreement within a reasonable period of time after receipt of any Reconstitution Agreement which time shall be sufficient for the Company and Company's counsel to 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, 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 Company, whether through letters of its auditors (the reasonable out-of-pocket cost of which shall be borne by the Purchaser) and counsel or otherwise, as the Purchaser shall reasonably request; (ii) restate each of the representations and warranties set forth in the Section 3.01 as of the Closing Date, and (iii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the 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) 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 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 been engaged in originating residential mortgage loans, which description must include a discussion of the originator's experience in originating mortgage loans of the same type as the Mortgage Loans and information regarding the size and composition of the originator's origination portfolio as well as information that may be material, in the good faith judgment of the Purchaser, to an analysis of the performance of the Mortgage Loans, such as the originators' credit-granting or underwriting criteria for mortgage loans of the same type as the Mortgage Loans; and (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 Static Pool Information for each vintage origination year or prior securitized pool, as applicable, shall be presented in monthly increments over the life of the mortgage loans included in the vintage origination year or prior securitized pool. The Assignments of Mortgage are generally required to be recorded by or on 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 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 shall be recorded by the master servicer or the trustee as set forth in the Reconstitution Agreement. Any costs associated with the recording of such Assignments of Mortgage and other relevant documents will be borne by the Company. In the event that Purchaser sells any Mortgage Loans in a Whole Loan Transfer and the subsequent purchaser requests recorded Assignments of Mortgage, the Company, shall at its expense cause to be recorded any Assignments of Mortgage. All Mortgage Loans not sold or transferred pursuant to a Pass-Through Transfer and any Mortgage Loans repurchased by the Purchaser pursuant to Section 7.02 hereof, shall be subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto this Agreement shall remain in full force and effect. 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:

Pass Through Transfer. 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 and the Company agree that with respect to some or all of the Mortgage Loans, from time to time the Purchaser shall effect a Whole Loan Transfer, a Pass-Through Transfer or an Agency Transfer, retaining the Company as the servicer thereof, or as applicable the "“seller/servicer"”. On the related Reconstitution Date, the Mortgage Loans transferred shall cease to be covered by this Agreement. The Company shall cooperate with the Purchaser in connection with any Transfer contemplated by the Purchaser pursuant to this Section 7.01. In that connection, the Company shall (a) execute any Reconstitution Agreement within a reasonable period of time after receipt of any Reconstitution Agreement which time shall be sufficient for the Company and Company'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, 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 Company, whether through letters of its auditors (the reasonable out-of-pocket cost of which shall be borne by the Purchaser) and counsel or otherwise, as the Purchaser shall reasonably request; (ii) restate bring each of the representations and warranties set forth in the Section 3.01 (except Section 3.01(j))of the Agreement current as of the Closing Datedate the Mortgage Loans are being transferred pursuant to a Transfer, and (iii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the 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) 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 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 been engaged in originating residential mortgage loans, which description must include a discussion of the originator's experience in originating mortgage loans of the same type as the Mortgage Loans and information regarding the size and composition of the originator's origination portfolio as well as information that may be material, in the good faith judgment of the Purchaser, to an analysis of the performance of the Mortgage Loans, such as the originators' credit-granting or underwriting criteria for mortgage loans of the same type as the Mortgage Loans; and (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 Static Pool Information for each vintage origination year or prior securitized pool, as applicable, shall be presented in monthly increments over the life of the mortgage loans included in the vintage origination year or prior securitized pool. The Assignments of Mortgage are generally required to be recorded by or on 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 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 shall be recorded by the master servicer or the trustee as set forth in the Reconstitution Agreement. Any costs associated with the recording of such Assignments of Mortgage and other relevant documents will be borne by the Company. In the event that Purchaser sells any Mortgage Loans in a Whole Loan Transfer and the subsequent purchaser requests recorded Assignments of Mortgage, the Company, shall at its expense cause to be recorded any Assignments of Mortgage. All Mortgage Loans not sold or transferred pursuant to a Pass-Through Transfer and any Mortgage Loans repurchased by the Purchaser pursuant to Section 7.02 hereof, shall be subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto this Agreement shall remain in full force and effect. The Purchaser shall pay the Seller's ’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:.

Pass Through Transfer. Section 7.01 Removal of Mortgage Loans from Inclusion Under Notwithstanding anything in this Agreement Upon a Pass-Through Transfer on One or More Reconstitution Dates. The Purchaser and the Company agree that with respect to some or all of the Mortgage Loans, from time to time the Purchaser shall effect a Whole Loan Transfer, a Pass-Through Transfer or an Agency Transfer, retaining the Company as the servicer thereof, or as applicable the "seller/servicer". On the related Reconstitution Date, the Mortgage Loans transferred shall cease to be covered by this Agreement. The Company shall cooperate with the Purchaser in connection with any Transfer contemplated by the Purchaser pursuant to this Section 7.01. In that connection, the Company shall (a) execute any Reconstitution Agreement within a reasonable period of time after receipt of any Reconstitution Agreement which time shall be sufficient for the Company and Company's counsel to 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, 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 Company, whether through letters of its auditors (the reasonable out-of-pocket cost of which shall be borne by the Purchaser) and counsel or otherwise, as the Purchaser shall reasonably request; (ii) restate each of the representations and warranties set forth in the Section 3.01 as of the Closing Date, and (iii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the 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) 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 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 been engaged in originating residential mortgage loans, which description must include a discussion of the originator's experience in originating mortgage loans of the same type as the Mortgage Loans and information regarding the size and composition of the originator's origination portfolio as well as information that may be material, in the good faith judgment of the Purchaser, to an analysis of the performance of the Mortgage Loans, such as the originators' credit-granting or underwriting criteria for mortgage loans of the same type as the Mortgage Loans; and (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 loanscontrary, if originating for less than five years. The Static Pool Information for each vintage origination year or prior securitized pool, as applicable, shall be presented in monthly increments over the life of the mortgage loans included in the vintage origination year or prior securitized pool. The Assignments of Mortgage are generally required to be recorded by or on 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 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 shall be recorded by the master servicer or the trustee as set forth in the Reconstitution Agreement. Any costs associated with the recording of such Assignments of Mortgage and other relevant documents will be borne by the Company. In the event that Purchaser sells any Mortgage Loans in a Whole Loan Transfer and the subsequent purchaser requests recorded Assignments of Mortgage, the Company, shall at its expense cause to be recorded any Assignments of Mortgage. All Mortgage Loans not sold or transferred pursuant becomes subject to a Pass-Through Transfer and any Mortgage Loans repurchased by the Purchaser pursuant to Section 7.02 hereof, shall be subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto this Agreement shall remain in full force and effect. 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 Company (3a) Business Days after such request information, in form and substance satisfactory to the Purchaser or such designee, with respect to such Servicer information Mortgage Loan, shall not permit any modification with respect to such Mortgage Loan that would change the Mortgage Interest Rate and (b) shall not (unless the Mortgagor is in default with respect to such Mortgage Loan or such default is, in the judgment of the Company, reasonably requested by foreseeable) make or permit any modification, waiver or amendment of any term of such Mortgage Loan that would both (i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Purchaser Code (or its designee Treasury regulations promulgated thereunder) and (ii) cause any REMIC to 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 immediately preceding paragraph with respect to the Mortgage Loans subject to a Pass-Through Transfer, the Company will obtain an Opinion of Counsel acceptable to the trustee in such Pass-Through Transfer with respect to whether such action could result in the imposition of a tax upon any REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the information tax on contributions to a REMIC set forth under Item 1108(b) and 1108(cin Section 860G(d) of Regulation AB (collectivelythe Code)(either such event, the "Servicer Information"an “Adverse REMIC Event”), and the Company shall not take any such actions as to which as it has been advised that an Adverse REMIC Event could occur. The Company shall not permit the creation of any “interests” (within the meaning of Section 860G of the date hereof includes: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 defined in Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5) of the Code.

Pass Through Transfer. Section 7.01 Removal of The Purchaser may convey the Mortgage Loans from Inclusion Under this Agreement Upon to one or more 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 Pass-Through Transfer on One or More shall be a Reconstitution Dates. The Purchaser and the Company agree that with respect to some or all of the Mortgage Loans, from time to time the Purchaser shall effect a Whole Loan Transfer, a Pass-Through Transfer or an Agency Transfer, retaining the Company as the servicer thereof, or as applicable the "seller/servicer"Date. On the related any Reconstitution Date, the Mortgage Loans transferred shall cease to be covered by this the Interim Servicing Agreement. The Company Seller shall cooperate with the Purchaser in connection with any Pass-Through Transfer contemplated by the Purchaser pursuant to this Section 7.0128. In that connection, the Company Seller shall (a) execute any agreements related to any Pass-Through Transfers ("Reconstitution Agreement Agreements") within a reasonable period of time after receipt of any Reconstitution Agreement which time shall be sufficient for the Company Seller and CompanySeller'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 CompanySeller, whether through letters of its auditors (the reasonable out-of-pocket cost of which shall will be borne by the Purchaser) and counsel or otherwise, as the Purchaser shall reasonably request; (ii) restate to bring each of the Mortgage Loan representations and warranties set forth in the Section 3.01 Agreement current as of the Closing Datedate the Mortgage Loans are being transferred pursuant to a Pass-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 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 Company 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. 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 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 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. 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 (cdefined below) to deliver to Purchaser and on the remittance date of the Reconstitution Agreement. The Reconstitution Agreement will also require in connection with any prospective purchaser within three (3) Business Days after request by Purchaser or prospective purchaser, informationprepayments, in form 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 substance satisfactory to Purchaser 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 such prospective purchaser, with respect to each originator interest would be otherwise non-recoverable. The Reconstituted Servicing Fee shall be 0.25% per annum times the outstanding principal balance of the 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 been engaged in originating residential mortgage loans, which description must include a discussion of the originator's experience in originating mortgage loans of the same type as the Mortgage Loans and information regarding the size and composition of the originator's origination portfolio as well as information that may be material, in the good faith judgment of the Purchaser, to an analysis of the performance of the Mortgage Loans, such as the originators' credit-granting or underwriting criteria for mortgage loans of the same type as the Mortgage Loans; and (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 Static Pool Information for each vintage origination year or prior securitized pool, as applicable, shall be presented in monthly increments over the life of the mortgage loans included in the vintage origination year or prior securitized pool. The Assignments of Mortgage are generally required to be recorded by or on 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 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 respective Pass-Through Transfer), each such assignment of Mortgage . The Seller shall be recorded do all things necessary and required by the master a servicer or the trustee as set forth in the Reconstitution Agreement. Any costs associated with the recording of such Assignments of Mortgage and other relevant documents will be borne by the Company. In the event that Purchaser sells any who services Mortgage Loans in under a Whole Loan Pass-Through Transfer and which is a REMIC (defined as a "real estate mortgage conduit" within the subsequent purchaser requests recorded Assignments meaning Section 860D of Mortgagethe Internal Revenue Code of 1986, the Company, shall at its expense cause as it may be amended from time to be recorded any Assignments of Mortgagetime). All Mortgage Loans not sold or transferred pursuant to a Pass-Through Transfer and any Mortgage Loans repurchased by the Purchaser pursuant to Section 7.02 hereofPurchaser, shall be subject to this the Interim Servicing Agreement and shall continue to be serviced in accordance with the terms of this the Interim Servicing Agreement and with respect thereto this the Interim Servicing 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:.

Pass Through Transfer. 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 and the Company agree that with respect to some or all of the Mortgage Loans, from time to time the Purchaser shall effect a Whole Loan Transfer, a Pass-Through Transfer or an Agency Transfer, retaining the Company as the servicer thereof, or as applicable the "“seller/servicer"”. On the related Reconstitution Date, the Mortgage Loans transferred shall cease to be covered by this Agreement. The Company shall cooperate with the Purchaser in connection with any Transfer contemplated by the Purchaser pursuant to this Section 7.01. In that connection, the Company shall (a) execute any Reconstitution Agreement within a reasonable period of time after receipt of any Reconstitution Agreement which time shall be sufficient for the Company and Company'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, 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 Company, whether through letters of its auditors (the reasonable out-of-pocket cost of which shall be borne by the Purchaser) and counsel or otherwise, as the Purchaser shall reasonably request; (ii) restate each of the representations and warranties set forth in the Section 3.01 as of the Closing Date, and (iii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the 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) 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 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 ’s form of organization; and (ii) a description of the originator's ’s origination program and how long the originator has been engaged in originating residential mortgage loans, which description must include a discussion of the originator's ’s experience in originating mortgage loans of the same type as the Mortgage Loans and information regarding the size and composition of the originator's ’s origination portfolio as well as information that may be material, in the good faith judgment of the Purchaser, to an analysis of the performance of the Mortgage Loans, such as the originators' ’ credit-granting or underwriting criteria for mortgage loans of the same type as the Mortgage Loans; and (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 Static Pool Information for each vintage origination year or prior securitized pool, as applicable, shall be presented in monthly increments over the life of the mortgage loans included in the vintage origination year or prior securitized pool. The Assignments of Mortgage are generally required to be recorded by or on 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 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 shall be recorded by the master servicer or the trustee as set forth in the Reconstitution Agreement. Any costs associated with the recording of such Assignments of Mortgage and other relevant documents will be borne by the Company. In the event that Purchaser sells any Mortgage Loans in a Whole Loan Transfer and the subsequent purchaser requests recorded Assignments of Mortgage, the Company, shall at its expense cause to be recorded any Assignments of Mortgage. All Mortgage Loans not sold or transferred pursuant to a Pass-Through Transfer and any Mortgage Loans repurchased by the Purchaser pursuant to Section 7.02 hereof, shall be subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto this Agreement shall remain in full force and effect. The Purchaser shall pay the Seller's ’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:

Pass Through Transfer. Section 7.01 Removal of The Purchaser may convey the Mortgage Loans from Inclusion Under this Agreement Upon to one or more securitized trust structures ("Pass Through Transfers"), and in each case may temporarily retain the Seller as the servicer thereof. The date on which any Mortgage Loans are included in a Pass-Through Transfer on One or More shall be a "Reconstitution Dates. The Purchaser and the Company agree that with respect to some or all of the Mortgage Loans, from time to time the Purchaser shall effect a Whole Loan Transfer, a Pass-Through Transfer or an Agency Transfer, retaining the Company as the servicer thereof, or as applicable the "seller/servicerDate". On the related any Reconstitution Date, the Mortgage Loans transferred shall cease to be covered by this the Agreement. The Company Until the Servicing Transfer Date, the Seller shall cooperate with the Purchaser in connection with any Pass-Through Transfer contemplated by the Purchaser pursuant to this Section 7.0128. In that connection, during the Company period prior to the Transfer Date, the Seller shall (a) subject to subpart (b) hereof, execute any agreements related to any Pass-Through Transfers ("Reconstitution Agreement Agreements") within a reasonable period of time after receipt of any Reconstitution Agreement which time shall be sufficient for the Company Seller and CompanySeller'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 CompanySeller, whether through letters of its auditors (the reasonable out-of-pocket cost of which shall will be borne by the Purchaser) and counsel or otherwise, as the Purchaser shall reasonably request; (ii) restate to bring each of the representations and warranties set forth in Section 6 of the Section 3.01 Agreement current as of the Closing Datedate the Mortgage Loans are being transferred pursuant to a Pass-Through Transfer, and (iii) such provide additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Company as Seller, which additional obligations shall impose no greater burdens on the Seller 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, . 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 (cdefined below) to deliver to Purchaser and on the remittance date of the Reconstitution Agreement. The Reconstitution Agreement will also require in connection with any prospective purchaser within three (3) Business Days after request by Purchaser or prospective purchaser, informationprepayments, in form 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 substance satisfactory to Purchaser interest shall continue through the liquidation of the Mortgage Property on the related Mortgage Loan, or until such time that the Seller deems that any future advances of principal and such prospective purchaser, with respect to each originator interest would be otherwise non-recoverable. The Reconstituted Servicing Fee shall be 25 basis points per annum times the outstanding principal balance of the 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 been engaged in originating residential mortgage loans, which description must include a discussion of the originator's experience in originating mortgage loans of the same type as the Mortgage Loans and information regarding the size and composition of the originator's origination portfolio as well as information that may be material, included in the good faith judgment of the Purchaser, to an analysis of the performance of receptive Pass-Through Transfer. While servicing the Mortgage Loans, such as the originators' credit-granting or underwriting criteria for mortgage loans of the same type as the Mortgage Loans; Seller shall do all things necessary and (d) to deliver to the Purchaser and any prospective purchaser within three (3) Business Days after request required by Purchaser, Static Pool Information with respect to those mortgage loans that were originated by the originator of the a servicer who services 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 Static Pool Information for each vintage origination year or prior securitized pool, as applicable, shall be presented in monthly increments over the life of the mortgage loans included in the vintage origination year or prior securitized pool. The Assignments of Mortgage are generally required to be recorded by or on 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 under a Mortgage Loan in a jurisdiction where either the Rating Agencies (in the case of Agency or Pass-Through Transfers) or purchasers Transfer which is a REMIC (in defined as a "real estate mortgage conduit" within the case meaning of Whole Loan Transfers) do not require recordation; provided furtherSection 860D of the Internal Revenue Code of 1986, 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 Transferas it may be amended from time to time), each such assignment of Mortgage shall be recorded by the master servicer or the trustee as set forth in the Reconstitution Agreement. Any costs associated with the recording of such Assignments of Mortgage and other relevant documents will be borne by the Company. In the event that Purchaser sells any Mortgage Loans in a Whole Loan Transfer and the subsequent purchaser requests recorded Assignments of Mortgage, the Company, shall at its expense cause to be recorded any Assignments of Mortgage. All Mortgage Loans not sold or transferred pursuant to a Pass-Through Transfer and or any Mortgage Loans repurchased by the Purchaser pursuant to Section 7.02 hereofPurchaser, shall be subject to this the Agreement and shall continue to be serviced in accordance with the terms of this the Agreement and with respect thereto this the 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:.