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. 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 oc...
Removal of Mortgage Loans from Inclusion. Under this Agreement Upon a Whole Loan Transfer or a Pass-Through Transfer on One or More Reconstitution Dates
Removal of Mortgage Loans from Inclusion. Under this Agreement Upon an Agency Transfer, a Whole Loan Transfer or a Pass-Through
Removal of Mortgage Loans from Inclusion. Under this Agreement Upon a Securitization Transaction The Purchaser and the Company agree that with respect to some or all of the Mortgage Loans, the Purchaser, at its sole option, may effect Whole Loan Transfers, Agency Transfers or Securitization Transactions, retaining the Company as the servicer thereof or subservicer if a master servicer is employed, or as applicable the “seller/servicer”. From and after the Reconstitution Date, the Mortgage Loans transferred may remain covered by this Agreement, insofar as the Company shall continue to service such Mortgage Loans on behalf of the Purchaser in accordance with the terms and provisions of this Agreement. The Company shall cooperate with the Purchaser in connection with each Whole Loan Transfer or Securitization Transaction in accordance with this Section 9.1. In connection therewith the Company shall:
(a) make all representations and warranties with respect to the Mortgage Loans as of the related Closing Date and with respect to the Company itself as of the closing date of each Whole Loan Transfer or Securitization Transaction;
(b) negotiate in good faith and execute any seller/servicer agreements required by the shelf registrant to effectuate the foregoing provided such agreements create no greater obligation or cost on the part of the Company than otherwise set forth in this Agreement;
Removal of Mortgage Loans from Inclusion under This Agreement Upon a Whole Loan Transfer or a Pass-Through Transfer on One or More Reconstitution Dates. 36 SECTION 13. The Seller. 38 Subsection 13.01 Additional Indemnification by the Seller. 38 Subsection 13.02 Merger or Consolidation of the Seller. 38 Subsection 13.03 Limitation on Liability of the Seller and Others. 38 Subsection 13.04 Seller Not to Resign. 39 Subsection 13.05 No Transfer of Servicing. 39 SECTION 14. Default. 39 Subsection 14.01 Events of Default. 39 Subsection 14.02 Waiver of Defaults. 41 SECTION 15. Termination. 41 SECTION 16. Successor to the Seller. 41 SECTION 17. Financial Statements. 42 SECTION 18. Mandatory Delivery: Grant of Security Interest. 42 SECTION 19. Notices. 43 SECTION 20. Severability Clause. 44 SECTION 21. Counterparts. 44 SECTION 22. Governing Law. 44 SECTION 23. Intention of the Parties. 44 SECTION 24. Successors and Assigns 44 SECTION 25. Waivers. 45 SECTION 26. Exhibits. 45 SECTION 27. Nonsolicitation. 45 SECTION 28. General Interpretive Principles. 45 SECTION 29. Reproduction of Documents. 46 SECTION 30. Further Agreements. 46 SECTION 31. Entire Agreement. 46
Removal of Mortgage Loans from Inclusion. UNDER THIS AGREEMENT UPON AN AGENCY TRANSFER, WHOLE-LOAN TRANSFER OR A SECURITIZATION TRANSACTION ON ONE OR MORE RECONSTITUTION DATES
Removal of Mortgage Loans from Inclusion. UNDER THIS AGREEMENT UPON A WHOLE LOAN TRANSFER OR A PASS-THROUGH TRANSFER. The Servicer acknowledges and the Owner agrees that with respect to some or all of the Mortgage Loans, the Owner may effect either (1) one or more Whole Loan Transfers, or (2) one or more Pass-Through Transfers.
Removal of Mortgage Loans from Inclusion. UNDER THE AGREEMENT UPON A WHOLE ------------------------------------------------------------------------- LOAN TRANSFER OR A PASS-THROUGH TRANSFER ON ONE OR MORE RECONSTITUTION ---------------------------------------------------------------------- DATES................................................................... 47 ----- Section 8.01 Removal of Mortgage Loans from Inclusion Under this Agreement Upon a Whole Loan Transfer or a Pass-Through Transfer on One or More Reconstitution Dates.............. 47 -------------------------
Removal of Mortgage Loans from Inclusion. Under this Agreement Upon a Pass-Through Transfer on One or More Reconstitution Dates.
(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, l...
Removal of Mortgage Loans from Inclusion. UNDER THIS AGREEMENT UPON A PASS-THROUGH TRANSFER. The Owner and the Servicer agree that with respect to some or all of the Mortgage Loans, the Owner, at its sole option, may effect Pass-Through Transfers, retaining the Servicer as the servicer thereof or subservicer if a master servicer is employed, or as applicable the "servicer". At the election of the Owner, from and after the Reconstitution Date, the Mortgage Loans transferred shall remain covered by this Agreement, insofar as the Servicer shall continue to service such Mortgage Loans on behalf of the Owner in accordance with the terms and provisions of this Agreement or shall be subject to a pooling and servicing agreement or a subservicing agreement containing customary secondary market servicing provisions with respect to mortgage loans that are subject to a rated mortgage loan securitization.
