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

Removal of Mortgage Loans from Inclusion Under this Agreement Upon a Whole Loan 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 Whole Loan 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, including without limitation, the provisions specified in paragraph (e) below. In the event that the Owner elects not to retain the Servicer as Servicer subsequent to a Whole Loan Transfer or in the event that the Owner effects a pass-through transfer with respect to the Mortgage Loans, the Owner may terminate the Servicer as Servicer without regard to the 30-day notice requirement; provided, however, that the Servicer shall be given adequate notice to meet the requirements of applicable federal, state and local laws and regulations concerning transfers. The Servicer shall cooperate with the Owner in connection with each Whole Loan Transfer in accordance with this Section 10.02. In connection therewith the Servicer shall: (a) make all representations and warranties with respect to the servicing practices of the Servicer concerning the Mortgage Loans and with respect to the Servicer itself as of the Reconstitution Date of the related Whole Loan Transfer; (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 Servicer than otherwise set forth in this Agreement; (c) provide as applicable: (i) any and all information 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 shall request; and (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, financial description of the Servicer as Servicer and certificates of public officials or officers of the Servicer as are reasonably believed necessary by any Rating Agency, or the Owner, as the case may be, in connection with such Whole Loan Transfers. The Owner shall pay all third party costs associated with the preparation of such information. The Servicer shall execute any Servicer agreements required within a reasonable period of time after receipt of such Servicer agreements which time shall be sufficient for the Servicer and Servicer’s counsel to review such Servicer agreements. In the event that the Servicer’s obligations under any such Servicer agreement are substantially identical to its obligations hereunder, the Servicer’s compensation thereunder shall be identical to the Servicer’s compensation hereunder with respect to the related Mortgage Loans. If the obligations of the Servicer under such Servicer agreement are not substantially identical, the servicing compensation shall be as agreed between the parties. (iii) indemnify the Owner for any material misstatements contained in the information provided pursuant to (c) above. In the event the Owner has elected to have the Servicer hold record title to the Mortgages, prior to the Reconstitution Date the Servicer shall prepare an assignment in blank or, at the option of the Owner, to the trustee from the Servicer acceptable to the Trustee for each Mortgage Loan that is part of the Whole Loan Transfers. The Owner shall pay all preparation and recording costs associated therewith. The Servicer shall execute each assignment, track such assignments to ensure they have been recorded and deliver them as required by the trustee 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 seller/servicer agreements. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer shall remain 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.