Common use of Removal of Mortgage Loans from Inclusion Under this Agreement Upon a Pass Clause in Contracts

Removal of Mortgage Loans from Inclusion Under this Agreement Upon a Pass. Through Transfer or a Whole Loan Transfer on One or More Reconstitution Dates. (a) The Owner and the Servicer agree that with respect to some or all of the Mortgage Loans, from time to time the Owner shall: 1. Effect a Whole Loan Transfer, and/or 2. Effect a Pass-Through Transfer, in each case retaining the Servicer 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. (b) With respect to each Whole Loan Transfer or Pass-Through Transfer, as the case may be, entered into by the Owner, the Servicer agrees to cooperate fully with the Owner, the Owner's designee, any prospective purchaser, or any rating agency with respect to all reasonable requests and due diligence procedures and to use its Best Efforts to facilitate such Whole Loan Transfer or Pass-Through Transfer, as the case may be. (c) The Servicer acknowledges that with respect to some or all of the Mortgage Loans, the Owner intends to effect one or more Whole Loan Transfers and/or one or more Pass-Through Transfers. With respect to each Whole Loan Transfer or Pass-Through Transfer, as the case may be, entered into by the Owner, the Servicer agrees: (i) to negotiate and to execute all agreements executed in connection with such Whole Loan Transfer or Pass-Through Transfer that govern the servicing and administration of the Mortgage Loans (and any agreements and other documents incidental thereto) as the Owner shall reasonably request, provided that the servicing provisions contained therein shall be substantially similar to those contained in this Agreement and shall not contain any obligations materially more onerous than those contained herein that increase the expenses or obligations of the Servicer, unless otherwise mutually agreed by the parties (provided, that each of the Servicer and the Owner is given an opportunity to review and reasonably negotiate in good faith the content of such documents not specifically referenced or provided herein), which governing documents, in the case of a Pass-Through Transfer, shall contain provisions customarily included in publicly issued or privately placed rated secondary mortgage market transactions; (ii) to cooperate fully with the Owner and any prospective purchaser, at the Owner's expense, with respect to all reasonable requests and due diligence procedures including participating in meetings with rating agencies, bond insurers and such other parties as the Owner shall designate and participating in meetings with prospective purchasers of the Mortgage Loans or interests therein and providing information contained in the Mortgage Loan Schedule including any diskette or other related data tapes provided as reasonably requested by such purchasers; (iii) to negotiate and execute one or more master servicing agreements between the Servicer and any third party servicer which is servicing loans on behalf of the Owner providing for such third party servicer to master service such Mortgage Loans on behalf of the Owner; (iv) to negotiate and execute one or more subservicing agreements between the Servicer and any master servicer which is generally considered to be a prudent master servicer in the secondary mortgage market designated by the Owner in its sole discretion after consultation with the Servicer and/or one or more custodial and servicing agreements among the Owner or an affiliate of the Owner, the Servicer and a third party custodian/trustee which is generally considered to be a prudent custodian/trustee in the secondary mortgage market designated by the Owner in its sole discretion after consultation with the Servicer, in either case for the purpose of pooling the Mortgage Loans with other mortgage loans for resale or securitization; (v) in connection with a Pass-Through Transfer, a Whole Loan Transfer, or any securitization of any Mortgage Loans, to negotiate and execute a pooling and servicing agreement, which pooling and servicing agreement may, at the Owner's direction, contain contractual provisions including, but not limited to, a 24-day certificate payment delay (54-day total payment delay), servicer advances of delinquent scheduled payments of principal and interest through liquidation (unless deemed non-recoverable) and payment of compensating interest with respect to prepayment interest shortfalls (to the extent of the monthly servicing fee payable thereto), servicing representations and warranties which in form and substance conform to secondary market standards for securities backed by mortgage loans similar to the Mortgage Loans, and such provisions with regard to servicing responsibilities, investor reporting, segregation and deposit of principal and interest payments, custody of the Mortgage Loans, and other covenants as are required by the Owner and one or more nationally recognized rating agencies for "AAA" rated mortgage pass-through transactions which are "mortgage related securities" for purposes of the Secondary Mortgage Market Enhancement Act of 1984, unless otherwise mutually agreed; (vi) to deliver to the Owner and to any Person designated by the Owner (a) for inclusion in any prospectus or other offering material such publicly available information regarding the Servicer, its financial condition and its mortgage loan delinquency, foreclosure and loss experience and any additional information requested by the Owner, (b) any similar non-public, unaudited financial information (which the Owner may, at its option and at its cost, have audited by certified public accountants) and such other information as is reasonably requested by the Owner and which the Servicer is capable of providing without unreasonable effort or expense, and to indemnify the Owner and its affiliates for material misstatements contained in such information, and (c) such statements and audit letters of reputable, certified public accountants pertaining to information provided by the Servicer pursuant to clause (a) above as shall be reasonably requested by the Owner; and (vii) to deliver to the Owner, and to any Person designated by the Owner, such legal documents and opinions of counsel (which may be in-house opinions of counsel) in a form reasonably acceptable to the Owner as are customarily delivered and reasonably determined by the Owner to be necessary in connection with Whole Loan Transfers or Pass-Through Transfers, as the case may be, it being understood that the cost of any opinions of outside special counsel that may be required for a Whole Loan Transfer or Pass-Through Transfer, as the case may be, shall be the responsibility of the Owner. (d) The Servicer shall provide to the Owner or issuer, as the case may be, and any other participants in such Whole Loan Transfer or Pass-Through Transfer, any and all information with respect to itself, its servicing portfolio or the Mortgage Loans and appropriate verification of information which may be reasonably available to the Servicer, whether through letters of its auditors and counsel or otherwise, as the Owner or any such other participant shall request upon reasonable demand. (e) In the event the Owner has elected to have the Servicer hold record title to the Mortgages, prior to a Reconstitution Date the Owner or its designee shall prepare an Assignment of Mortgage in blank from the Owner, acceptable to the trustee or such third party, as the case may be, for each Mortgage Loan that is part of a Whole Loan Transfer or Pass-Through Transfer and shall pay all preparation and recording costs associated therewith. The Servicer shall execute each Assignment of Mortgage, track such Assignments of Mortgage to ensure they have been recorded and deliver them as required by the trustee or such third party, as the case may be, upon the Servicer's receipt thereof. Additionally, the Servicer shall prepare and execute, at the direction and expense of the Owner, any note endorsements in connection with any and all Reconstitution Agreements; provided that CCGI shall be responsible for the expenses with respect to the initial endorsements. (f) All Mortgage Loans not sold or transferred pursuant to a Pass-Through Transfer or Whole Loan Transfer and any and all Mortgage Loans repurchased by the Owner pursuant to Section 7.02 below with respect to a Pass-Through Transfer or Whole Loan Transfer 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.

Removal of Mortgage Loans from Inclusion Under this Agreement Upon a Pass. Through Transfer or a Whole Loan Transfer on One or More Reconstitution Dates. (a) . The Owner Purchaser and the Servicer Company agree that with respect to some or all of the Mortgage Loans, from time to time the Owner shall: 1. Effect Purchaser shall effect a Whole Loan Transfer, and/or 2. Effect a Pass-Through Transfer or an Agency Transfer, in each case retaining the Servicer 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) With respect provide to each Whole Loan Transfer the trustee or Pass-Through Transfer, as the case may be, entered into by the Owner, the Servicer agrees to cooperate fully with the Owner, the Owner's designee, any prospective a third party purchaser, or subject to any rating agency with respect to all reasonable requests and due diligence procedures and to use its Best Efforts to facilitate such Whole Loan Transfer or Pass-Through Transfer, as Reconstitution Agreement and/or the case may be. (c) The Servicer acknowledges that with respect to some or all of the Mortgage Loans, the Owner intends to effect one or more Whole Loan Transfers and/or one or more Pass-Through Transfers. With respect to each Whole Loan Transfer or Pass-Through Transfer, as the case may be, entered into by the Owner, the Servicer agrees: Purchaser: (i) to negotiate and to execute all agreements executed in connection with such Whole Loan Transfer or Pass-Through Transfer that govern the servicing and administration of the Mortgage Loans (and any agreements and other documents incidental thereto) as the Owner shall reasonably request, provided that the servicing provisions contained therein shall be substantially similar to those contained in this Agreement and shall not contain any obligations materially more onerous than those contained herein that increase the expenses or obligations of the Servicer, unless otherwise mutually agreed by the parties (provided, that each of the Servicer and the Owner is given an opportunity to review and reasonably negotiate in good faith the content of such documents not specifically referenced or provided herein), which governing documents, in the case of a Pass-Through Transfer, shall contain provisions customarily included in publicly issued or privately placed rated secondary mortgage market transactions; (ii) to cooperate fully with the Owner and any prospective purchaser, at the Owner's expense, with respect to all reasonable requests and due diligence procedures including participating in meetings with rating agencies, bond insurers and such other parties as the Owner shall designate and participating in meetings with prospective purchasers of the Mortgage Loans or interests therein and providing information contained in the Mortgage Loan Schedule including any diskette or other related data tapes provided as reasonably requested by such purchasers; (iii) to negotiate and execute one or more master servicing agreements between the Servicer and any third party servicer which is servicing loans on behalf of the Owner providing for such third party servicer to master service such Mortgage Loans on behalf of the Owner; (iv) to negotiate and execute one or more subservicing agreements between the Servicer and any master servicer which is generally considered to be a prudent master servicer in the secondary mortgage market designated by the Owner in its sole discretion after consultation with the Servicer and/or one or more custodial and servicing agreements among the Owner or an affiliate of the Owner, the Servicer and a third party custodian/trustee which is generally considered to be a prudent custodian/trustee in the secondary mortgage market designated by the Owner in its sole discretion after consultation with the Servicer, in either case for the purpose of pooling the Mortgage Loans with other mortgage loans for resale or securitization; (v) in connection with a Pass-Through Transfer, a Whole Loan Transfer, or any securitization of any Mortgage Loans, to negotiate and execute a pooling and servicing agreement, which pooling and servicing agreement may, at the Owner's direction, contain contractual provisions including, but not limited to, a 24-day certificate payment delay (54-day total payment delay), servicer advances of delinquent scheduled payments of principal and interest through liquidation (unless deemed non-recoverable) and payment of compensating interest with respect to prepayment interest shortfalls (to the extent of the monthly servicing fee payable thereto), servicing representations and warranties which in form and substance conform to secondary market standards for securities backed by mortgage loans similar to the Mortgage Loans, and such provisions with regard to servicing responsibilities, investor reporting, segregation and deposit of principal and interest payments, custody of the Mortgage Loans, and other covenants as are required by the Owner and one or more nationally recognized rating agencies for "AAA" rated mortgage pass-through transactions which are "mortgage related securities" for purposes of the Secondary Mortgage Market Enhancement Act of 1984, unless otherwise mutually agreed; (vi) to deliver to the Owner and to any Person designated by the Owner (a) for inclusion in any prospectus or other offering material such publicly available information regarding the Servicer, its financial condition and its mortgage loan delinquency, foreclosure and loss experience and any additional information requested by the Owner, (b) any similar non-public, unaudited financial information (which the Owner may, at its option and at its cost, have audited by certified public accountants) and such other information as is reasonably requested by the Owner and which the Servicer is capable of providing without unreasonable effort or expense, and to indemnify the Owner and its affiliates for material misstatements contained in such information, and (c) such statements and audit letters of reputable, certified public accountants pertaining to information provided by the Servicer pursuant to clause (a) above as shall be reasonably requested by the Owner; and (vii) to deliver to the Owner, and to any Person designated by the Owner, such legal documents and opinions of counsel (which may be in-house opinions of counsel) in a form reasonably acceptable to the Owner as are customarily delivered and reasonably determined by the Owner to be necessary in connection with Whole Loan Transfers or Pass-Through Transfers, as the case may be, it being understood that the cost of any opinions of outside special counsel that may be required for a Whole Loan Transfer or Pass-Through Transfer, as the case may be, shall be the responsibility of the Owner. (d) The Servicer shall provide to the Owner or issuer, as the case may be, and any other participants in such Whole Loan Transfer or Pass-Through Transfer, any and all information with respect to itself, its servicing portfolio or the Mortgage Loans and appropriate verification of information which may be reasonably available to the ServicerCompany, 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 Owner 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 any such other participant shall request upon reasonable demand. (e) In officers of the event Company as are reasonably believed necessary by the Owner has elected to have the Servicer hold record title to the Mortgagestrustee, prior to a Reconstitution Date the Owner or its designee shall prepare an Assignment of Mortgage in blank from the Owner, acceptable to the trustee or such third partyparty 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 is part of Purchaser sells any Mortgage Loans in a Whole Loan Transfer or Pass-Through Transfer and shall pay all preparation and recording costs associated therewith. The Servicer shall execute each Assignment the subsequent purchaser requests recorded Assignments of Mortgage, track such the Company, shall at its expense cause to be recorded any 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 Servicer's receipt thereofMortgage. Additionally, the Servicer shall prepare and execute, at the direction and expense of the Owner, any note endorsements in connection with any and all Reconstitution Agreements; provided that CCGI shall be responsible for the expenses with respect to the initial endorsements. (f) All Mortgage Loans not sold or transferred pursuant to a Pass-Through Transfer or Whole Loan Transfer and any and all Mortgage Loans repurchased by the Owner Purchaser pursuant to Section 7.02 below with respect to a Pass-Through Transfer or Whole Loan Transfer 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: (1) a description of the Servicer's form of organization; (2) a description of how long the Servicer has been servicing residential mortgage loans; a general discussion of the Servicer's experience in servicing assets of any type as well as a more detailed discussion of the Servicer's experience in, and procedures for the servicing function it will perform under this Agreement and any Reconstitution Agreements; information regarding the size, composition and growth of the Servicer's portfolio of mortgage loans of the type similar to the Mortgage Loans and information on factors related to the Servicer that may be material, in the good faith judgment of the Purchaser, to any analysis of the servicing of the Mortgage Loans or the related asset-backed securities, as applicable (including, without limitation, whether any prior securitizations of mortgage loans of the type similar to the Mortgage Loans involving the Servicer have defaulted or experienced an early amortization or other performance triggering event because of servicing; the extent of outsourcing the Servicer utilizes; whether there has been previous disclosure of noncompliance with Servicing Criteria with respect to other securitizations involving the Servicer; whether there has been any termination of the Company as servicer in a mortgage loan securitization; and whether in a mortgage loan securitization a servicing performance test or trigger that could have resulted in the termination of the Company as servicer was reached, whether or not the Company was so terminated); (3) a description of any material changes to the Servicer's policies or procedures in the servicing function it will perform under this Agreement and any Reconstitution Agreements for mortgage loans of the type similar to the Mortgage Loans during the past three years; (4) information regarding the Servicer's financial condition to the extent that there is a risk that the effect on one or more aspects of servicing resulting from such financial condition could have an impact on the performance of the securities issued in the Securitization Transfer, or on servicing of mortgage loans of the same asset type as the Mortgage Loans; (5) statistical information regarding advances made by the Servicer on the Mortgage Loans and the Servicer's overall servicing portfolio for the past three years; (6) the Servicer's process for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of REO Properties, sale of the Mortgage Loans or workouts; and (7) the Servicer's processes and procedures designed to address any special or unique factors involved in servicing loans of the same type as the Mortgage Loans.

Removal of Mortgage Loans from Inclusion Under this Agreement Upon a Pass. Through Transfer or a Whole Loan Transfer on One or More Reconstitution Dates. (a) The Owner and the Servicer agree that with respect to some or all of the Mortgage Loans, from time to time the Owner shall: 1. Effect a Whole Loan Transfer, and/or 2. Effect a Pass-Through Transfer, in each case retaining the Servicer 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. (b) With respect to each Whole Loan Transfer or Pass-Through Transfer, as the case may be, entered into by the Owner, the Servicer agrees to cooperate fully with the Owner, the Owner's designee, any prospective purchaser, or any rating agency with respect to all reasonable requests and due diligence procedures and to use its Best Efforts to facilitate such Whole Loan Transfer or Pass-Through Transfer, as the case may be. (c) The Servicer acknowledges that with respect to some or all of the Mortgage Loans, the Owner intends to effect one or more Whole Loan Transfers and/or one or more Pass-Through Transfers. With respect to each Whole Loan Transfer or Pass-Through Transfer, as the case may be, entered into by the Owner, the Servicer agrees: (i) to negotiate and to execute all agreements executed in connection with such Whole Loan Transfer or Pass-Through Transfer that govern the servicing and administration of the Mortgage Loans (and any agreements and other documents incidental thereto) as the Owner shall reasonably request, provided that the servicing provisions contained therein shall be substantially similar to those contained in this Agreement and shall not contain any obligations materially more onerous than those contained herein that increase the expenses or obligations of the Servicer, unless otherwise mutually agreed by the parties (provided, that each of the Servicer and the Owner is given an opportunity to review and reasonably negotiate in good faith the content of such documents not specifically referenced or provided herein), which governing documents, in the case of a Pass-Through Transfer, shall contain provisions customarily included in publicly issued or privately placed rated secondary mortgage market transactions; (ii) to cooperate fully with the Owner and any prospective purchaser, at the Owner's expense, with respect to all reasonable requests and due diligence procedures including participating in meetings with rating agencies, bond insurers and such other parties as the Owner shall designate and participating in meetings with prospective purchasers of the Mortgage Loans or interests therein and providing information contained in the Mortgage Loan Schedule including any diskette or other related data tapes provided as reasonably requested by such purchasers; (iii) to negotiate and execute one or more master servicing agreements between the Servicer and any third party servicer which is servicing loans on behalf of the Owner providing for such third party servicer to master service such Mortgage Loans on behalf of the Owner; (iv) to negotiate and execute one or more subservicing agreements between the Servicer and any master servicer which is generally considered to be a prudent master servicer in the secondary mortgage market designated by the Owner in its sole discretion after consultation with the Servicer and/or one or more custodial and servicing agreements among the Owner or an affiliate of the Owner, the Servicer and a third party custodian/trustee which is generally considered to be a prudent custodian/trustee in the secondary mortgage market designated by the Owner in its sole discretion after consultation with the Servicer, in either case for the purpose of pooling the Mortgage Loans with other mortgage loans for resale or securitization; (v) in connection with a Pass-Through Transfer, a Whole Loan Transfer, or any securitization of any Mortgage Loans, to negotiate and execute a pooling and servicing agreement, which pooling and servicing agreement may, at the Owner's direction, contain contractual provisions including, but not limited to, a 24-day certificate payment delay (54-day total payment delay), servicer advances of delinquent scheduled payments of principal and interest through liquidation (unless deemed non-recoverable) and payment of compensating interest with respect to prepayment interest shortfalls (to the extent of the monthly servicing fee payable thereto), servicing representations and warranties which in form and substance conform to secondary market standards for securities backed by mortgage loans similar to the Mortgage Loans, and such provisions with regard to servicing responsibilities, investor reporting, segregation and deposit of principal and interest payments, custody of the Mortgage Loans, and other covenants as are required by the Owner and one or more nationally recognized rating agencies for "AAA" rated mortgage pass-through transactions which are "mortgage related securities" for purposes of the Secondary Mortgage Market Enhancement Act of 1984, unless otherwise mutually agreed; (vi) to deliver to the Owner and to any Person designated by the Owner (a) for inclusion in any prospectus or other offering material such publicly available information regarding the Servicer, its financial condition and its mortgage loan delinquency, foreclosure and loss experience and any additional information requested by the Owner, (b) any similar non-public, unaudited financial information (which the Owner may, at its option and at its cost, have audited by certified public accountants) and such other information as is reasonably requested by the Owner and which the Servicer is capable of providing without unreasonable effort or expense, and to indemnify the Owner and its affiliates for material misstatements contained in such information, and (c) such statements and audit letters of reputable, certified public accountants pertaining to information provided by the Servicer pursuant to clause (a) above as shall be reasonably requested by the Owner; and (vii) to deliver to the Owner, and to any Person designated by the Owner, such legal documents and opinions of counsel (which may be in-house opinions of counsel) in a form reasonably acceptable to the Owner as are customarily delivered and reasonably determined by the Owner to be necessary in connection with Whole Loan Transfers or Pass-Through Transfers, as the case may be, it being understood that the cost of any opinions of outside special counsel that may be required for a Whole Loan Transfer or Pass-Through Transfer, as the case may be, shall be the responsibility of the Owner. (d) The Servicer shall provide to the Owner or issuer, as the case may be, and any other participants in such Whole Loan Transfer or Pass-Through Transfer, any and all information with respect to itself, its servicing portfolio or the Mortgage Loans and appropriate verification of information which may be reasonably available to the Servicer, whether through letters of its auditors and counsel or otherwise, as the Owner or any such other participant shall request upon reasonable demand. (e) In the event the Owner has elected to have the Servicer hold record title to the Mortgages, prior to a Reconstitution Date the Owner or its designee shall prepare an Assignment of Mortgage in blank from the Owner, acceptable to the trustee or such third party, as the case may be, for each Mortgage Loan that is part of a Whole Loan Transfer or Pass-Through Transfer and shall pay all preparation and recording costs associated therewith. The Servicer shall execute each Assignment of Mortgage, track such Assignments of Mortgage to ensure they have been recorded and deliver them as required by the trustee or such third party, as the case may be, upon the Servicer's receipt thereof. Additionally, the Servicer shall prepare and execute, at the direction and expense of the Owner, any note endorsements in connection with any and all Reconstitution Agreements; provided that CCGI the Servicer shall be responsible for the expenses with respect to the initial endorsements. (f) All Mortgage Loans not sold or transferred pursuant to a Pass-Through Transfer or Whole Loan Transfer and any and all Mortgage Loans repurchased by the Owner pursuant to Section 7.02 below with respect to a Pass-Through Transfer or Whole Loan Transfer 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.

Removal of Mortgage Loans from Inclusion Under this Agreement Upon a Pass. Through Transfer or a Whole Loan Transfer on One or More Reconstitution Securitization Dates. (a) . The Owner Issuer and the Servicer agree that with respect to some or all of the Mortgage Loans, from time to time the Owner shall: 1. Effect Initial Purchaser may direct the Issuer to sell the Mortgage Loans to an entity designated by the Depositor in order to effect a Whole Loan Transfer, and/or 2. Effect a whole-loan transfer or Pass-Through Transfer, in each case retaining the Servicer as the servicer thereofof such Mortgage Loans, or as applicable the "seller/servicer". On ." In the related Reconstitution Dateevent of such a transfer, the Indenture Trustee shall execute a release of the security interest granted hereunder with respect to the Mortgage Loans transferred shall cease to be covered by this Agreement. (b) With respect to each Whole Loan Transfer transferred substantially in the form attached hereto as Exhibit D. The Servicer shall cooperate with the Initial Purchaser in connection with any whole-loan transfer or Pass-Through TransferTransfer contemplated by the Initial Purchaser pursuant to this Section 14.01. In that connection, the Servicer shall (a) execute any Securitization Agreement or other transfer agreement within a reasonable period of time after receipt of any Securitization Agreement or other transfer agreement which time shall be sufficient for the Servicer and Servicer's counsel to review such Securitization Agreement or other transfer agreement, but such time shall not exceed five days after receipt of a substantially final draft thereof, and (b) provide to the trustee or a third party purchaser, as the case may be, entered into by subject to any Securitization Agreement and/or the Owner, the Servicer agrees to cooperate fully with the Owner, the Owner's designee, any prospective purchaser, or any rating agency with respect to all reasonable requests and due diligence procedures and to use its Best Efforts to facilitate such Whole Loan Transfer or Pass-Through Transfer, as the case may be. (c) The Servicer acknowledges that with respect to some or all of the Mortgage Loans, the Owner intends to effect one or more Whole Loan Transfers and/or one or more Pass-Through Transfers. With respect to each Whole Loan Transfer or Pass-Through Transfer, as the case may be, entered into by the Owner, the Servicer agrees: Initial Purchaser: (i) to negotiate and to execute all agreements executed in connection with such Whole Loan Transfer or Pass-Through Transfer that govern the servicing and administration of the Mortgage Loans (and any agreements and other documents incidental thereto) as the Owner shall reasonably request, provided that the servicing provisions contained therein shall be substantially similar to those contained in this Agreement and shall not contain any obligations materially more onerous than those contained herein that increase the expenses or obligations of the Servicer, unless otherwise mutually agreed by the parties (provided, that each of the Servicer and the Owner is given an opportunity to review and reasonably negotiate in good faith the content of such documents not specifically referenced or provided herein), which governing documents, in the case of a Pass-Through Transfer, shall contain provisions customarily included in publicly issued or privately placed rated secondary mortgage market transactions; (ii) to cooperate fully with the Owner and any prospective purchaser, at the Owner's expense, with respect to all reasonable requests and due diligence procedures including participating in meetings with rating agencies, bond insurers and such other parties as the Owner shall designate and participating in meetings with prospective purchasers of the Mortgage Loans or interests therein and providing information contained in the Mortgage Loan Schedule including any diskette or other related data tapes provided as reasonably requested by such purchasers; (iii) to negotiate and execute one or more master servicing agreements between the Servicer and any third party servicer which is servicing loans on behalf of the Owner providing for such third party servicer to master service such Mortgage Loans on behalf of the Owner; (iv) to negotiate and execute one or more subservicing agreements between the Servicer and any master servicer which is generally considered to be a prudent master servicer in the secondary mortgage market designated by the Owner in its sole discretion after consultation with the Servicer and/or one or more custodial and servicing agreements among the Owner or an affiliate of the Owner, the Servicer and a third party custodian/trustee which is generally considered to be a prudent custodian/trustee in the secondary mortgage market designated by the Owner in its sole discretion after consultation with the Servicer, in either case for the purpose of pooling the Mortgage Loans with other mortgage loans for resale or securitization; (v) in connection with a Pass-Through Transfer, a Whole Loan Transfer, or any securitization of any Mortgage Loans, to negotiate and execute a pooling and servicing agreement, which pooling and servicing agreement may, at the Owner's direction, contain contractual provisions including, but not limited to, a 24-day certificate payment delay (54-day total payment delay), servicer advances of delinquent scheduled payments of principal and interest through liquidation (unless deemed non-recoverable) and payment of compensating interest with respect to prepayment interest shortfalls (to the extent of the monthly servicing fee payable thereto), servicing representations and warranties which in form and substance conform to secondary market standards for securities backed by mortgage loans similar to the Mortgage Loans, and such provisions with regard to servicing responsibilities, investor reporting, segregation and deposit of principal and interest payments, custody of the Mortgage Loans, and other covenants as are required by the Owner and one or more nationally recognized rating agencies for "AAA" rated mortgage pass-through transactions which are "mortgage related securities" for purposes of the Secondary Mortgage Market Enhancement Act of 1984, unless otherwise mutually agreed; (vi) to deliver to the Owner and to any Person designated by the Owner (a) for inclusion in any prospectus or other offering material such publicly available information regarding the Servicer, its financial condition and its mortgage loan delinquency, foreclosure and loss experience and any additional information requested by the Owner, (b) any similar non-public, unaudited financial information (which the Owner may, at its option and at its cost, have audited by certified public accountants) and such other information as is reasonably requested by the Owner and which the Servicer is capable of providing without unreasonable effort or expense, and to indemnify the Owner and its affiliates for material misstatements contained in such information, and (c) such statements and audit letters of reputable, certified public accountants pertaining to information provided by the Servicer pursuant to clause (a) above as shall be reasonably requested by the Owner; and (vii) to deliver to the Owner, and to any Person designated by the Owner, such legal documents and opinions of counsel (which may be in-house opinions of counsel) in a form reasonably acceptable to the Owner as are customarily delivered and reasonably determined by the Owner to be necessary in connection with Whole Loan Transfers or Pass-Through Transfers, as the case may be, it being understood that the cost of any opinions of outside special counsel that may be required for a Whole Loan Transfer or Pass-Through Transfer, as the case may be, shall be the responsibility of the Owner. (d) The Servicer shall provide to the Owner or issuer, as the case may be, and any other participants in such Whole Loan Transfer or Pass-Through Transfer, any and all information with respect to itself, its servicing portfolio or the Mortgage Loans and appropriate verification of information which may be reasonably available to the Servicer, whether through letters of its auditors and counsel or otherwise, as the Owner Initial Purchaser shall reasonably request; and (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Servicer as are reasonably believed necessary by the trustee, such third party purchaser, any master servicer, any rating agency, any surety or the Initial Purchaser, as the case may be, in connection with such other participant shall request upon reasonable demand. (e) transactions. In the event the Owner has elected to have the Servicer hold holds record title to the Mortgages, prior to a Reconstitution Securitization Date the Owner Servicer or its designee shall prepare an Assignment of Mortgage in blank from the OwnerServicer, acceptable to the trustee or such third party, as the case may be, for each Mortgage Loan that is part of a Whole Loan Transfer whole-loan transfer or Pass-Through Transfer and shall pay all preparation and recording costs associated therewith. The Servicer shall execute each Assignment of Mortgage, track such Assignments of Mortgage to ensure they have been recorded and deliver them as required by the trustee or such third party, as the case may be, upon the Servicer's receipt thereof. Additionally, the Servicer shall prepare and execute, at the direction and expense of the OwnerInitial Purchaser, any note endorsements in connection with any and all Reconstitution Agreements; provided that CCGI shall be responsible for the expenses with respect to the initial endorsements. (f) Securitization Agreements or other transfer agreements. All Mortgage Loans not sold or transferred pursuant to a Pass-Through Transfer or Whole Loan Transfer and any and all Mortgage Loans repurchased by the Owner pursuant to Section 7.02 below with respect to a Pass-Through Transfer or Whole Loan Transfer 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.. In connection with any whole-loan transfer or Pass-Through Transfer, each of the Originators and the Servicer hereby agree to re-make for the benefit of the trustee or a third-party purchaser each of the representations and warranties made by it pursuant hereto as of the related Securitization Date. Upon a breach of any such representation or warranty, each of the Servicer and each Originator hereby agrees to undertake to cure such breach or repurchase the related Mortgage Loan upon substantially the same terms and conditions as are set forth herein in Section 4.02 (including any provision therein relating to indemnification). ABFS Warehouse Trust