Common use of Pass-Through Transfers or Whole-Loan Transfers Clause in Contracts

Pass-Through Transfers or Whole-Loan Transfers. (a) The Owner and the Servicer agree that in connection with any Whole Loan Transfer or Pass-Through Transfer permitted under Article 6 of the Purchase Agreement, the Owner, in its sole discretion, may assign its rights under this Agreement with respect to the Mortgage Loans subject to such Whole Loan Transfer or Pass-Through Transfer. (b) The Owner shall reimburse the Servicer for all reasonable out-of-pocket expenses, including attorneys’ fees, incurred by the Servicer in connection with any Whole Loan Transfer or Pass-Through Transfer. (c) In connection with each Whole Loan Transfer or Pass-Through Transfer permitted under Article 6 of the Purchase Agreement, the Servicer shall: (i) provide the Owner with information and appropriate verification of information in its possession or control as may reasonably be necessary in order to effect such Whole Loan Transfer or Pass-Through Transfer (and, to the extent any such information is in the possession or control of any third party, use commercially reasonable efforts to cause such third party to provide such information); and (ii) cooperate with all reasonable requests and due diligence procedures not otherwise addressed herein. (d) With respect to any Whole Loan Transfer or Pass-Through Transfer permitted under Article 6 of the Purchase Agreement in which a prospectus, prospectus supplement or other disclosure document (a “Disclosure Document”) is prepared in connection therewith, and in which a substantial portion of the mortgage loans in the related transaction consist of Mortgage Loans, the Servicer shall: (i) provide for inclusion as part of such Disclosure Document (A) the regulatory status of the Servicer and its affiliates, (B) delinquency and foreclosure information of the type typically provided by the Servicer in connection with mortgage loans originated by the Sellers and securitized by third parties and (C) updated information with respect to the Mortgage Loans as of the related Whole Loan Transfer or Pass-Through Transfer (the information referred to in this sentence, in the form provided to the Owner, being “Servicer’s Information”); and (ii) execute and deliver an Indemnification Agreement in substantially the form attached to Exhibit C of the Purchase Agreement. (e) With respect to any Pass-Through Transfer permitted under Article 6 of the Purchase Agreement in which all or substantially all of the mortgage loans in the related transaction consist of Mortgage Loans, the Servicer shall: (i) execute and deliver a pooling and servicing agreement containing terms and conditions that are consistent with the terms and conditions set forth herein and in the Purchase Agreement and that are customary for public, rated transactions for the issuance of pass-through certificates backed by mortgage loans similar to the Mortgage Loans included in such Pass-Through Transfer, provided, that (A) any servicing reporting requirements must be consistent with the standard practices of the Servicer and (B) each of the parties to such pooling and servicing agreement negotiates in good faith any terms or conditions in such pooling and servicing agreement not specifically referenced or provided for under this Agreement or the Purchase Agreement; and (ii) provide Owner with opinions of counsel as to the Servicer’s corporate authority and the enforceability of the pooling and servicing agreement against the Servicer, audit letters addressing the delinquency and foreclosure statistics of the Servicer and certificates from public officials, each as the Servicer shall reasonably determine to be necessary to effect such Pass-Through Transfer. (f) With respect to any Whole Loan Transfer or Pass-Through Transfer in which a Disclosure Document is prepared in connection therewith, the Owner shall: (i) provide the Servicer with all drafts of the Servicer’s Information when produced and revise the Servicer’s Information in accordance with the Servicer’s comments to correct any information therein at the Owner’s cost; and (ii) (A) indemnify and hold harmless the Servicer against any losses, claims, damages or liabilities to which the Servicer may become subject, under the Securities Act of 1933, as amended, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (x) arise out of or are based upon any untrue statement of any material fact contained in such Disclosure Document (other than an untrue statement of material fact contained in the Servicer’s Information), or (y) arise out of or are based upon the omission to state in such Disclosure Document a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (unless the material fact omitted would constitute Servicer’s Information) and (B) reimburse the Servicer for any legal or other expenses reasonably incurred by the Servicer in connection with investigating or defending any such loss, claim, damage, liability or action.

Pass-Through Transfers or Whole-Loan Transfers. (a) The Owner Upon 15 days’ prior written notice of intent to the applicable Seller(s) and the Servicer, the Purchaser may, at its sole option, effect one or more Whole Loan Transfers or Pass-Through Transfers with respect to some or all of the Mortgage Loans in a Loan Pool purchased on any Closing Date, retaining the Servicer agree as the servicer or subservicer if a Master Servicer is employed as provided in Section 6.2; provided, however, that neither the Purchaser nor any of its permitted assignees may effect a Whole Loan Transfer or a Pass-Through Transfer with respect to Mortgage Loans in connection with any Loan Pool if as a result: (i) more than three investors (other than the Purchaser) would own Mortgage Loans in such Loan Pool at any one time (unless otherwise stated in the related Commitment Letter), (ii) any single investor (other than the Purchaser) would own Mortgage Loans from such Loan Pool having an aggregate Unpaid Principal Balance immediately after such Whole Loan Transfer or Pass-Through Transfer permitted under Article 6 of less than $5,000,000, (iii) the Purchase Agreementapplicable Seller(s) and the Servicer are not provided with initial drafts of all documents for which such Sellers and Servicer are requested to become a party in connection with such Whole Loan Transfer or Pass-Through Transfer at least 10 days prior to the related settlement date (the “Subsequent Transfer Settlement Date”), the Owner, in its sole discretion, may assign its rights under this Agreement with respect to (iv) a final list of the Mortgage Loans subject to such Whole Loan Transfer or Pass-Through TransferTransfer is not provided to the Servicer at least 2 Business Days prior to the related Subsequent Transfer Settlement Date, (v) any Mortgage Loan is subject to more than one Whole Loan Transfer or Pass-Through Transfer in any given Due Period, or (vi) the related Subsequent Transfer Settlement Date occurs on or prior to the related Servicing Cut-off Date. (b) The Owner Purchaser shall reimburse the Servicer each Seller for all reasonable out-of-pocket expenses, including attorneys’ fees, incurred by the Servicer such Seller in connection with any each Whole Loan Transfer or Pass-Through Transfer. (c) In connection with each Whole Loan Transfer or Pass-Through Transfer permitted under Article 6 this Section 6.1, each of the Purchase AgreementSellers, the Servicer as applicable, shall: : (i) provide the Owner Purchaser with information and appropriate verification of information in its possession or control as may reasonably be necessary in order to effect such Whole Loan Transfer or Pass-Through Transfer (and, to the extent any such information is in the possession or control of any third party, use commercially reasonable efforts to cause such third party to provide such information); and and (ii) cooperate with all reasonable requests and due diligence procedures not otherwise addressed herein. (d) With respect to any Whole Loan Transfer or Pass-Through Transfer permitted under Article 6 of the Purchase Agreement this Section 6.1 in which a prospectus, prospectus supplement or other disclosure document (a “Disclosure Document”) is prepared in connection therewith, and in which a substantial portion of the mortgage loans in the related transaction consist of Mortgage Loans, each of the Servicer Sellers, as applicable, shall: (i) provide for inclusion as part of such Disclosure Document (A) the regulatory status of the Servicer such Seller and its affiliates, (B) the origination and underwriting criteria related to the applicable Mortgage Loans sold by such Seller, (C) delinquency and foreclosure information of the type typically provided by the Servicer such Seller in connection with mortgage loans originated by the Sellers such Seller and securitized by third parties and (CD) updated information with respect to the Mortgage Loans as of the related Whole Loan Transfer or Pass-Through Transfer (the information referred to in this sentence, in the form provided to the OwnerPurchaser, being “ServicerSeller’s Information”); and (ii) execute and deliver an Indemnification Agreement in substantially the form attached to hereto as Exhibit C of the Purchase Agreement.C. (e) With respect to any Pass-Through Transfer permitted under Article 6 of the Purchase Agreement this Section 6.1 in which all or substantially all of the mortgage loans in the related transaction consist of Mortgage Loans, each of the Servicer applicable Sellers shall: (i) execute and deliver a pooling and servicing agreement containing terms and conditions that are consistent with the terms and conditions set forth herein and in the Purchase Servicing Agreement and that are customary for public, rated transactions for the issuance of pass-through certificates backed by mortgage loans similar to the Mortgage Loans included in such Pass-Through Transfer, provided, that (A) any servicing reporting requirements must be consistent with the standard practices of the Servicer Washington Mutual Bank, FA and (B) each of the parties to such pooling and servicing agreement negotiates in good faith any terms or conditions in such pooling and servicing agreement not specifically referenced or provided for under this Agreement or the Purchase Servicing Agreement; and; (ii) provide Owner Purchaser with opinions of counsel as to the Servicersuch Seller’s corporate authority and the enforceability of the pooling and servicing agreement against the Servicersuch Seller, audit letters addressing the delinquency and foreclosure statistics of the Servicer Washington Mutual Bank, FA and certificates from public officials, each as the Servicer such Seller shall reasonably determine to be necessary to effect such Pass-Through Transfer; and (iii) upon the reasonable request of the Purchaser, execute and deliver a reconstituted sale agreement pursuant to which such Seller shall make the representations and warranties set forth on Exhibit D with respect to the applicable Mortgage Loans, effective as of the date of such reconstituted sale agreement, provided that (A) the related Mortgage Loans have been transferred by the Purchaser to a third party within six months of the related Closing Date, (B) the representations and warranties made in such reconstituted sale agreement shall supercede and replace all representations and warranties made in Section 3.1 hereof with respect to such Mortgage Loans and (C) in no event shall any Seller be obligated to make any representation or warranty regarding any Mortgage Loan that is untrue. (f) With respect to any Whole Loan Transfer or Pass-Through Transfer in which a Disclosure Document is prepared in connection therewith, the Owner Purchaser shall: (i) provide the Servicer each Seller with all drafts of the ServicerSeller’s Information when produced and revise the ServicerSeller’s Information in accordance with the Servicersuch Seller’s comments to correct any information therein at the OwnerPurchaser’s cost; and (ii) (A) indemnify and hold harmless each of the Servicer Sellers against any losses, claims, damages or liabilities to which the Servicer such Seller may become subject, under the Securities Act of 1933, as amended, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (x) arise out of or are based upon any untrue statement of any material fact contained in such Disclosure Document (other than an untrue statement of material fact contained in the ServicerSeller’s Information), or (y) arise out of or are based upon the omission to state in such Disclosure Document a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (unless the material fact omitted would constitute ServicerSeller’s Information) and (B) reimburse the Servicer each Seller for any legal or other expenses reasonably incurred by the Servicer such Seller in connection with investigating or defending any such loss, claim, damage, liability or action.

Pass-Through Transfers or Whole-Loan Transfers. (a) The Owner Upon 15 days’ prior written notice of intent to the applicable Seller(s) and the Servicer, the Purchaser may, at its sole option, effect one or more Whole Loan Transfers or Pass-Through Transfers with respect to some or all of the Mortgage Loans in a Loan Pool purchased on any Closing Date, retaining the Servicer agree as the servicer or subservicer if a Master Servicer is employed as provided in Section 6.2; provided, however, that neither the Purchaser nor any of its permitted assignees may effect a Whole Loan Transfer or a Pass-Through Transfer with respect to Mortgage Loans in connection with any Loan Pool if as a result: (i) more than three investors would own Mortgage Loans in such Loan Pool at any one time (unless otherwise stated in the related Commitment Letter), (ii) any single investor would own Mortgage Loans from such Loan Pool having an aggregate Unpaid Principal Balance immediately after such Whole Loan Transfer or Pass-Through Transfer permitted under Article 6 of less than $5,000,000, (iii) the Purchase Agreementapplicable Seller(s) and the Servicer are not provided with initial drafts of all documents for which such Sellers and Servicer are requested to become a party in connection with such Whole Loan Transfer or Pass-Through Transfer at least 10 days prior to the related settlement date (the “Subsequent Transfer Settlement Date”), the Owner, in its sole discretion, may assign its rights under this Agreement with respect to (iv) a final list of the Mortgage Loans subject to such Whole Loan Transfer or Pass-Through TransferTransfer is not provided to the Servicer at least 2 Business Days prior to the related Subsequent Transfer Settlement Date, (v) any Mortgage Loan is subject to more than one Whole Loan Transfer or Pass-Through Transfer in any given Due Period, or (vi) the related Subsequent Transfer Settlement Date occurs on or prior to the related Servicing Cut-off Date. (b) The Owner Purchaser shall reimburse the Servicer each Seller for all reasonable out-of-pocket expenses, including attorneys’ fees, incurred by the Servicer such Seller in connection with any each Whole Loan Transfer or Pass-Through Transfer. (c) In connection with each Whole Loan Transfer or Pass-Through Transfer permitted under Article 6 this Section 6.1, each of the Purchase AgreementSellers, the Servicer as applicable, shall: : (i) provide the Owner Purchaser with information and appropriate verification of information in its possession or control as may reasonably be necessary in order to effect such Whole Loan Transfer or Pass-Through Transfer (and, to the extent any such information is in the possession or control of any third party, use commercially reasonable efforts to cause such third party to provide such information); and and (ii) cooperate with all reasonable requests and due diligence procedures not otherwise addressed herein. (d) With respect to any Whole Loan Transfer or Pass-Through Transfer permitted under Article 6 of the Purchase Agreement this Section 6.1 in which a prospectus, prospectus supplement or other disclosure document (a “Disclosure Document”) is prepared in connection therewith, and in which a substantial portion of the mortgage loans in the related transaction consist of Mortgage Loans, each of the Servicer Sellers, as applicable, shall: (i) provide for inclusion as part of such Disclosure Document (A) the regulatory status of the Servicer such Seller and its affiliates, (B) an update of the characteristics set forth on the Mortgage Loan Schedule for the applicable Mortgage Loans sold by such Seller, (C) the origination and underwriting criteria related to the applicable Mortgage Loans sold by such Seller and (D) delinquency and foreclosure information of the type typically provided by the Servicer such Seller in connection with mortgage loans originated by the Sellers such Seller and securitized by third parties and (C) updated information with respect to the Mortgage Loans as of the related Whole Loan Transfer or Pass-Through Transfer (the information referred to in this sentence, in the form provided to the OwnerPurchaser, being “ServicerSeller’s Information”); and (ii) execute and deliver an Indemnification Agreement in substantially the form attached to hereto as Exhibit C of the Purchase Agreement.C. (e) With respect to any Pass-Through Transfer permitted under Article 6 of the Purchase Agreement this Section 6.1 in which all or substantially all of the mortgage loans in the related transaction consist of Mortgage Loans, each of the Servicer applicable Sellers shall: (i) execute and deliver a pooling and servicing agreement containing terms and conditions that are consistent with the terms and conditions set forth herein and in the Purchase Servicing Agreement and that are customary for public, rated transactions for the issuance of pass-through certificates backed by mortgage loans similar to the Mortgage Loans included in such Pass-Through Transfer, provided, that (A) any servicing reporting requirements must be consistent with the standard practices of the Servicer Washington Mutual Bank, FA and (B) each of the parties to such pooling and servicing agreement negotiates in good faith any terms or conditions in such pooling and servicing agreement not specifically referenced or provided for under this Agreement or the Purchase Servicing Agreement; and; (ii) provide Owner Purchaser with opinions of counsel as to the Servicersuch Seller’s corporate authority and the enforceability of the pooling and servicing agreement against the Servicersuch Seller, audit letters addressing the delinquency and foreclosure statistics of the Servicer Washington Mutual Bank, FA and certificates from public officials, each as the Servicer such Seller shall reasonably determine to be necessary to effect such Pass-Through Transfer; and (iii) upon the reasonable request of the Purchaser, execute and deliver a reconstituted sale agreement pursuant to which such Seller shall make the representations and warranties set forth on Exhibit D with respect to the applicable Mortgage Loans, effective as of the date of such reconstituted sale agreement, provided that (A) the related Mortgage Loans have been transferred by the Purchaser to a third party within six months of the related Closing Date, (B) the representations and warranties made in such reconstituted sale agreement shall supercede and replace all representations and warranties made in Section 3.1 hereof with respect to such Mortgage Loans and (C) in no event shall any Seller be obligated to make any representation or warranty regarding any Mortgage Loan that is untrue. (f) In connection with each Pass-Through Transfer, each of the Sellers, as applicable, shall provide Seller’s Information (as described in paragraph (d)(i) of this Section) and shall, severally and not jointly, (i) indemnify and hold harmless the Purchaser and each Person, if any, who “controls” the Purchaser within the meaning of the Securities Act of 1933, as amended (an “Indemnified Party”), against any losses, claims, damages or liabilities resulting from the defense of any claim against such Indemnified Party by a third party, under the Securities Act of 1933, as amended, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in Seller’s Information provided by such Seller and included in a Disclosure Document, and (ii) reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action. Notwithstanding anything to the contrary in this paragraph (f), in no event shall any Seller have any liability for any indirect, special or consequential damages, losses, costs or expenses incurred by an Indemnified Party. (g) With respect to any Whole Loan Transfer or Pass-Through Transfer in which a Disclosure Document is prepared in connection therewith, the Owner Purchaser shall: (i) provide the Servicer each Seller with all drafts of the ServicerSeller’s Information when produced and revise the ServicerSeller’s Information in accordance with the Servicersuch Seller’s comments to correct any information therein at the OwnerPurchaser’s cost; and (ii) (A) indemnify and hold harmless each of the Servicer Sellers against any losses, claims, damages or liabilities to which the Servicer such Seller may become subject, under the Securities Act of 1933, as amended, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (x) arise out of or are based upon any untrue statement of any material fact contained in such Disclosure Document (other than an untrue statement of material fact contained in the ServicerSeller’s Information), or (y) arise out of or are based upon the omission to state in such Disclosure Document a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (unless the material fact omitted would constitute ServicerSeller’s Information) and (B) reimburse the Servicer each Seller for any legal or other expenses reasonably incurred by the Servicer such Seller in connection with investigating or defending any such loss, claim, damage, liability or action.

Pass-Through Transfers or Whole-Loan Transfers. (a) The Owner and the Servicer agree that in connection with any Whole Loan Transfer or Pass-Through Transfer permitted under Article 6 of the Purchase Agreement, the Owner, in its sole discretion, may assign its rights under this Agreement with respect to the Mortgage Loans subject to such Whole Loan Transfer or Pass-Through Transfer. (b) The Owner shall reimburse the Servicer for all reasonable out-of-pocket expenses, including attorneys’ ' fees, incurred by the Servicer in connection with any Whole Loan Transfer or Pass-Through Transfer. (c) In connection with each Whole Loan Transfer or Pass-Through Transfer permitted under Article 6 of the Purchase Agreement, the Servicer shall: (i) provide the Owner with information and appropriate verification of information in its possession or control as may reasonably be necessary in order to effect such Whole Loan Transfer or Pass-Through Transfer (and, to the extent any such information is in the possession or control of any third party, use commercially reasonable efforts to cause such third party to provide such information); and (ii) cooperate with all reasonable requests and due diligence procedures not otherwise addressed herein. (d) With respect to any Whole Loan Transfer or Pass-Through Transfer permitted under Article 6 of the Purchase Agreement in which a prospectus, prospectus supplement or other disclosure document (a “"Disclosure Document”") is prepared in connection therewith, and in which a substantial portion of the mortgage loans in the related transaction consist of the Mortgage Loans, the Servicer shall: (i) provide for inclusion as part of such Disclosure Document (A) the regulatory status of the Servicer and its affiliates, affiliates and (B) delinquency and foreclosure information of the type typically provided by the Servicer in connection with mortgage loans originated by the Sellers and securitized by third parties and (C) updated information with respect to the Mortgage Loans as of the related Whole Loan Transfer or Pass-Through Transfer (the information referred to in this sentence, in the form provided to the Owner, being “"Servicer’s 's Information”"); and (ii) execute (A) indemnify and deliver an Indemnification Agreement in substantially hold harmless the form attached to Exhibit C transferee under any permitted Pass-Through Transfer, the Owner and each Person, if any, who "controls" such transferee, if any, or the Owner within the meaning of the Purchase AgreementSecurities Act of 1933, as amended (an "Indemnified Party"), against any losses, claims, damages or liabilities to which such Indemnified Party may become subject, under the Securities Act of 1933, as amended, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in Servicer's Information provided by such Servicer and included in a Disclosure Document, and (B) reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action. (e) With respect to any Pass-Through Transfer permitted under Article 6 of the Purchase Agreement in which all or substantially all of the mortgage loans in the related transaction consist of Mortgage Loans, the Servicer shall: (i) execute and deliver a pooling and servicing agreement containing terms and conditions that are consistent with the terms and conditions set forth herein and in the Purchase Agreement and that are customary for publicpublic or private, rated transactions for the issuance of pass-through certificates backed by mortgage loans similar to the Mortgage Loans included in such Pass-Through Transfer, provided, that (A) any servicing reporting requirements must be consistent with the standard practices of the Servicer and (B) each of the parties to such pooling and servicing agreement negotiates in good faith any terms or conditions in such pooling and servicing agreement not specifically referenced or provided for under this Agreement or the Purchase Agreement; provided, further, that with respect to any private transaction, such pooling and servicing agreement shall not contain terms and conditions that are more onerous than the terms and conditions that are customary in a public rated transaction; and (ii) provide Owner with opinions of counsel as to the Servicer’s 's corporate authority and the enforceability of the pooling and servicing agreement against the Servicer, audit letters addressing the delinquency and foreclosure statistics of the Servicer and certificates from public officials, each as the Servicer shall reasonably determine to be necessary to effect such Pass-Through Transfer. (f) With respect to any Whole Loan Transfer or Pass-Through Transfer in which a Disclosure Document is prepared in connection therewith, the Owner shall: (i) provide the Servicer with all drafts of the Servicer’s 's Information when produced and revise the Servicer’s 's Information in accordance with the Servicer’s 's comments to correct any information therein at the Owner’s 's cost; and (ii) (A) indemnify and hold harmless the Servicer against any losses, claims, damages or liabilities to which the Servicer may become subject, under the Securities Act of 1933, as amended, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (x) arise out of or are based upon any untrue statement of any material fact contained in such Disclosure Document (other than an untrue statement of material fact contained in the Servicer’s 's Information), or (y) arise out of or are based upon the omission to state in such Disclosure Document a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (unless the material fact omitted would constitute Servicer’s 's Information) and (B) reimburse the Servicer for any legal or other expenses reasonably incurred by the Servicer in connection with investigating or defending any such loss, claim, damage, liability or action.

Pass-Through Transfers or Whole-Loan Transfers. (a) The Owner Upon 15 days' prior written notice of intent to the applicable Seller(s) and the Servicer, the Purchaser may, at its sole option, effect one or more Whole Loan Transfers or Pass-Through Transfers with respect to some or all of the Mortgage Loans in a Loan Pool purchased on any Closing Date, retaining the Servicer agree as the servicer or subservicer if a Master Servicer is employed as provided in Section 6.2; provided, however, that neither the Purchaser nor any of its permitted assignees may effect a Whole Loan Transfer or a Pass-Through Transfer with respect to Mortgage Loans in any Loan Pool if: (i) more than three investors would own Mortgage Loans in such Loan Pool at any one time; provided, however, that in connection with any Pass-Through Transfer where the same Master Servicer is appointed to service such Mortgage Loans in multiple securitizations, each such securitization trust related to such Pass-Through Transfer shall be deemed to be one investor for purposes of this Section 6.1(a)(i) (unless otherwise stated in the related Commitment Letter), (ii) any single investor would own Mortgage Loans from such Loan Pool having an aggregate Unpaid Principal Balance immediately after such Whole Loan Transfer or Pass-Through Transfer permitted under Article 6 of less than $5,000,000, (iii) the Purchase Agreementapplicable Seller(s) and the Servicer are not provided with initial drafts of all documents for which such Sellers and Servicer are requested to become a party in connection with such Whole Loan Transfer or Pass-Through Transfer at least 10 days prior to the related settlement date (the "Subsequent Transfer Settlement Date"), the Owner, in its sole discretion, may assign its rights under this Agreement with respect to (iv) a final list of the Mortgage Loans subject to such Whole Loan Transfer or Pass-Through TransferTransfer is not provided to the Servicer at least 2 Business Days prior to the related Subsequent Transfer Settlement Date, (v) any Mortgage Loan is subject to more than one Whole Loan Transfer or Pass-Through Transfer in any given Due Period, or (vi) the related Subsequent Transfer Settlement Date occurs on or prior to the related Servicing Cut-Off Date. (b) The Owner Purchaser shall reimburse the Servicer each Seller for all reasonable out-of-pocket expenses, including attorneys’ ' fees, incurred by the Servicer such Seller in connection with any each Whole Loan Transfer or Pass-Through Transfer. Upon two (2) Business Days written notification from the Purchaser of a Whole Loan Transfer or a Pass-Through Transfer, the Seller shall provide to Purchaser an estimate of such expenses. (c) In connection with each Whole Loan Transfer or Pass-Through Transfer permitted under Article 6 this Section 6.1, each of the Purchase AgreementSellers, the Servicer as applicable, shall: (i) provide the Owner Purchaser with information and appropriate verification of information in its possession or control as may reasonably be necessary in order to effect such Whole Loan Transfer or Pass-Through Transfer (and, to the extent any such information is in the possession or control of any third party, use commercially reasonable efforts to cause such third party to provide such information); and (ii) cooperate with all reasonable requests and due diligence procedures not otherwise addressed herein. (d) With respect to any Whole Loan Transfer or Pass-Through Transfer permitted under Article 6 of the Purchase Agreement this Section 6.1 in which a prospectus, prospectus supplement or other disclosure document (a “"Disclosure Document”") is prepared in connection therewith, and in which a substantial portion of the mortgage loans in the related transaction consist of Mortgage Loans, each of the Servicer Sellers, as applicable, shall: (i) provide for inclusion as part of such Disclosure Document (A) the regulatory status of the Servicer such Seller and its affiliates, (B) an update of the characteristics set forth on the Mortgage Loan Schedule for the applicable Mortgage Loans sold by such Seller, (C) the origination and underwriting criteria related to the applicable Mortgage Loans sold by such Seller and (D) delinquency and foreclosure information of the type typically provided by the Servicer such Seller in connection with mortgage loans originated by the Sellers such Seller and securitized by third parties and (C) updated information with respect to the Mortgage Loans as of the related Whole Loan Transfer or Pass-Through Transfer (the information referred to in this sentence, in the form provided to the OwnerPurchaser, being “Servicer’s "Seller's Information”"); and (ii) execute severally and deliver an Indemnification Agreement in substantially not jointly, (A) indemnify and hold harmless the form attached to Exhibit C transferee under any permitted Pass-Through Transfer, the Purchaser and each Person, if any, who "controls" such transferee, if any, or the Purchaser within the meaning of the Purchase AgreementSecurities Act of 1933, as amended (an "Indemnified Party"), against any losses, claims, damages or liabilities to which such Indemnified Party may become subject, under the Securities Act of 1933, as amended, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in Seller's Information provided by such Seller and included in a Disclosure Document, and (B) reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action. (e) With respect to any Pass-Through Transfer permitted under Article 6 of the Purchase Agreement this Section 6.1 in which all or substantially all of the mortgage loans in the related transaction consist of Mortgage Loans, each of the Servicer applicable Sellers shall: (i) execute and deliver a pooling and servicing agreement containing terms and conditions that are consistent with the terms and conditions set forth herein and in the Purchase Servicing Agreement and that are customary for publicpublic or private, rated transactions for the issuance of pass-through certificates backed by mortgage loans similar to the Mortgage Loans included in such Pass-Through Transfer, ; provided, that (A) any servicing reporting requirements must be consistent with the standard practices of the Servicer Washington Mutual Bank, FA and (B) each of the parties to such pooling and servicing agreement negotiates in good faith any terms or conditions in such pooling and servicing agreement not specifically referenced or provided for under this Agreement or the Purchase Servicing Agreement; provided further, that with respect to any private transaction, such pooling and servicing agreement shall not contain terms and conditions that are more onerous than the terms and conditions that are customary in a public rated transaction; and (ii) provide Owner Purchaser with opinions of counsel as to the Servicer’s such Seller's corporate authority and the enforceability of the pooling and servicing agreement against the Servicersuch Seller, audit letters addressing the delinquency and foreclosure statistics of the Servicer Washington Mutual Bank, FA and certificates from public officials, each as the Servicer such Seller shall reasonably determine to be necessary to effect such Pass-Through Transfer. (f) With respect to any Whole Loan Transfer or Pass-Through Transfer in which a Disclosure Document is prepared in connection therewith, the Owner Purchaser shall: (i) provide the Servicer each Seller with all drafts of the Servicer’s Seller's Information when produced and revise the Servicer’s Seller's Information in accordance with the Servicer’s such Seller's comments to correct any information therein at the Owner’s Purchaser's cost; and (ii) (A) indemnify and hold harmless each of the Servicer Sellers against any losses, claims, damages or liabilities to which the Servicer such Seller may become subject, under the Securities Act of 1933, as amended, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (x) arise out of or are based upon any untrue statement of any material fact contained in such Disclosure Document (other than an untrue statement of material fact contained in the Servicer’s Seller's Information), or (y) arise out of or are based upon the omission to state in such Disclosure Document a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (unless the material fact omitted would constitute Servicer’s Seller's Information) and (B) reimburse the Servicer each Seller for any legal or other expenses reasonably incurred by the Servicer such Seller in connection with investigating or defending any such loss, claim, damage, liability or action.

Pass-Through Transfers or Whole-Loan Transfers. (a) The Owner and the Servicer agree that in connection with any Whole Loan Transfer or Pass-Through Transfer permitted under Article 6 of the Purchase Agreement, the Owner, in its sole discretion, may assign its rights under this Agreement with respect to the Mortgage Loans subject to such Whole Loan Transfer or Pass-Through Transfer. (b) The Owner shall reimburse the Servicer for all reasonable out-of-pocket expenses, including attorneys’ fees, incurred by the Servicer in connection with any Whole Loan Transfer or Pass-Through Transfer. (c) In connection with each Whole Loan Transfer or Pass-Through Transfer permitted under Article 6 of the Purchase Agreement, the Servicer shall cooperate and shall: (i) provide the Owner with information and appropriate verification of information in its possession or control as may reasonably be necessary in order to effect such Whole Loan Transfer or Pass-Through Transfer (and, to the extent any such information is in the possession or control of any third party, use commercially reasonable efforts to cause such third party to provide any such information); and (ii) cooperate with all reasonable requests and due diligence procedures not otherwise addressed herein. (d) With respect to any Whole Loan Transfer or Pass-Through Transfer permitted under Article 6 of the Purchase Agreement in which a prospectus, prospectus supplement or other disclosure document (a “Disclosure Document”) is prepared in connection therewith, and in which a substantial portion of the mortgage loans in the related transaction consist of Mortgage Loans, the Servicer shall: (i) provide for inclusion as part of such Disclosure Document (A) the regulatory status of the Servicer and its affiliates, affiliates and (B) delinquency and foreclosure information of the type typically provided by the Servicer in connection with mortgage loans originated by the Sellers and securitized by third parties and (C) updated information with respect to the Mortgage Loans as of the related Whole Loan Transfer or Pass-Through Transfer (the information referred to in this sentence, in the form provided to the Owner, being “Servicer’s Information”); and (ii) execute and deliver an Indemnification Agreement in substantially the form attached to Exhibit C of the Purchase Agreement. (e) With respect to any Pass-Through Transfer permitted under Article 6 of the Purchase Agreement in which all or substantially all of the mortgage loans in the related transaction consist of Mortgage Loans, the Servicer shall: (i) execute and deliver a pooling and servicing agreement containing terms and conditions that are consistent with the terms and conditions set forth herein and in the Purchase Agreement and that are customary for public, rated transactions for the issuance of pass-through certificates backed by mortgage loans similar to the Mortgage Loans included in such Pass-Through Transfer, provided, that (A) any servicing reporting requirements must be consistent with the standard practices of the Servicer and (B) each of the parties to such pooling and servicing agreement negotiates in good faith any terms or conditions in such pooling and servicing agreement not specifically referenced or provided for under this Agreement or the Purchase Agreement; and (ii) provide Owner with opinions of counsel as to the Servicer’s corporate authority and the enforceability of the pooling and servicing agreement against the Servicer, audit letters addressing the delinquency and foreclosure statistics of the Servicer and certificates from public officials, each as the Servicer shall reasonably determine to be necessary to effect such Pass-Through Transfer. (f) With respect to any Whole Loan Transfer or Pass-Through Transfer in which a Disclosure Document is prepared in connection therewith, the Owner shall: (i) provide the Servicer with all drafts of the Servicer’s Information when produced and revise the Servicer’s Information in accordance with the Servicer’s comments to correct any information therein at the Owner’s cost; and (ii) (A) indemnify and hold harmless the Servicer against any losses, claims, damages or liabilities to which the Servicer may become subject, under the Securities Act of 1933, as amended, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (x) arise out of or are based upon any untrue statement of any material fact contained in such Disclosure Document (other than an untrue statement of material fact contained in the Servicer’s Information), or (y) arise out of or are based upon the omission to state in such Disclosure Document a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (unless the material fact omitted would constitute Servicer’s Information) and (B) reimburse the Servicer for any legal or other expenses reasonably incurred by the Servicer in connection with investigating or defending any such loss, claim, damage, liability or action.