Common use of Removal of Mortgage Loans from Inclusion Under this Agreement Upon an Agency Transfer Clause in Contracts

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. The Purchaser and the Company agree that with respect to some or all of the Mortgage Loans, from time to time, but with respect to the Mortgage Loans in each Mortgage Loan Package the Purchaser shall: (1) Effect an Agency Transfer; and/or (2) Effect a Whole Loan Transfer; and/or (3) Effect a Securitization Transaction. in each case retaining the Company as the servicer [or sub-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 Agency Transfer, Whole Loan Transfer or Securitization Transaction contemplated by the Purchaser pursuant to this Section 7.01. In that connection, the Company agrees: (a) to execute any Reconstitution Agreement which is in form and substance reasonably satisfactory to the Company and its counsel 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 five (5) Business Days after such receipt; (b) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence procedures and with respect to the preparation (including, but not limited to, the endorsement, delivery, assignment, and execution) of the Mortgage Loan Documents and other related documents, and with respect to servicing requirements reasonably requested by the rating agencies and credit enhancers; (c) with respect to any Agency Transfer, Whole Loan Transfer or Securitization Transaction, to make reasonable, accurate and appropriate representations and warranties regarding the Company and, the representations and warranties regarding the Mortgage Loans as of the date of the Agency Transfer, Whole Loan Transfer or Securitization Transaction, modified to the extent necessary to accurately reflect the pool statistics of the Mortgage Loans as of the date of such Agency Transfer, Whole Loan Transfer or Securitization Transaction and any events or circumstances existing subsequent to the related Closing Date(s); (d) to deliver to the Purchaser or any affiliate of the Purchaser such legal documents and in-house Opinions of Counsel satisfactory to the Company as are customarily delivered by originators or servicers, as the case may be, and reasonably determined by the Purchaser to be necessary in connection with the Agency Transfer, Whole Loan Transfers or Securitization Transactions, as the case may be, such in-house Opinions of Counsel for an Agency Transfer or a Securitization Transaction to be in the form reasonably acceptable to the Purchaser and the Company, it being understood that the cost of any opinions of outside special counsel that may be required for an Agency Transfer, a Whole Loan Transfer or Securitization Transaction, as the case may be, shall be the responsibility of the Purchaser; (e) to negotiate and execute one or more subservicing agreements between the Company and any master servicer which is a prudent master servicer in the secondary mortgage market, designated by the Purchaser in its sole discretion after consultation with the Company and/or one or more custodial and servicing agreements among the Purchaser, the Company and a third party custodian/trustee which is generally considered to be a prudent custodian/trustee in the secondary mortgage market designated by the Purchaser in its sole discretion after consultation with the Company, in either case for the purpose of pooling the Mortgage Loans with other Mortgage Loans for resale or securitization; and (f) in connection with any securitization of any Mortgage Loans, to execute a pooling and servicing agreement in form and substance reasonably satisfactory to the Company, which pooling and servicing agreement shall provide indemnification for the benefit of the Company against liability and damage, not caused by the Company, in connection with such agreement may, at the Purchaser'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 prepayment interest shortfalls (to the extent of the monthly servicing fee payable thereto), servicing and mortgage loan representations and warranties which in form and substance conform to the representations and warranties in this Agreement and 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 Purchaser and one or more nationally

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. The Without incurring undue effort or any cost except the Seller's overhead or employees' salaries, each Seller shall take reasonable steps to assist the Purchaser, if the Purchaser and so requests by 15 days' advance written notice to the Company agree related Seller or Sellers (it is agreed that with respect electronic mail shall be considered valid notification if not followed by verbal communication by the Purchaser to some the related Seller or all of the Mortgage LoansSellers), from time to time, but with respect to in re-selling the Mortgage Loans in each Mortgage Loan Package the Purchaser shall: (1i) Effect an Agency Transfer; and/or , (2ii) Effect a Whole Loan Transfer; and/or Transfer or (3iii) Effect a Securitization Transaction. Transaction (each, a "Sale") in each case retaining the Company Servicer as the servicer [or sub-servicer] subservicer thereof, or as applicable the "seller/servicer". On ." Unless otherwise agreed to between the related Reconstitution DatePurchaser and the Servicer, the Mortgage Loans transferred Purchaser shall cease to be covered by this Agreementgive the Servicer 15 days notice of any Sale. The Company Servicer shall cooperate with the Purchaser in connection with each Sale in accordance with this Section. In connection therewith the Servicer shall: (1) negotiate in good faith and timely execute any Agency TransferReconstitution Agreements, Whole Loan Transfer required by Purchaser to effectuate the foregoing; provided such agreements create no materially greater obligation or Securitization Transaction contemplated cost on the part of the Servicer than otherwise set forth in this Agreement; (2) represent to the Purchaser, the depositor, the trustee, and the initial purchaser of the securities issued in connection with any Sale that: (1) that the Servicer has serviced the Mortgage Loans in accordance with the terms of this Agreement, and has otherwise complied with all covenants and obligations hereunder, and (2) that the Servicer has taken no action that would, nor omitted to take any required action the omission of which would, have the effect of impairing any mortgage insurance or guarantee on the Mortgage Loans. The Servicer also agrees to represent the accuracy of any information provided to the Purchaser by the Purchaser pursuant to this Section 7.01. In that connectionServicer for inclusion in any prospectus supplement, the Company agreesoffering memorandum or term sheet prepared in connection with any Sale; (3) provide as applicable: (a) any and all information regarding delinquencies and defaults with respect to execute any Reconstitution Agreement Servicer's Mortgage Loan portfolio and appropriate verification of information which is in form and substance may be reasonably satisfactory available to the Company Servicer, whether through letters of its auditors and its counsel within a reasonable period of time after receipt of any Reconstitution Agreement which time or otherwise, as the Purchaser shall be sufficient for the Company and Company's counsel to review such Reconstitution Agreement, but such time shall not exceed five (5) Business Days after such receiptrequest; (b) such additional statements, certificates or other similar documents of the Servicer or reports from the Servicer's accountants in connection with a Securitization Transaction and in substance as required by applicable law; and (c) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, financial description of the Servicer as servicer for inclusion in any offering documents to cooperate fully be distributed to potential investors in connection with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence procedures and a Sale with respect to the preparation (includingMortgage Loans, but not limited toand certificates of public officials or officers of the Servicer as are reasonably believed necessary by the trustee, any Rating Agency, the endorsement, delivery, assignment, and execution) of the Mortgage Loan Documents and other related documents, and with respect to servicing requirements reasonably requested by the rating agencies and credit enhancers; (c) with respect to any Agency Transfer, Whole Loan Transfer or Securitization Transaction, to make reasonable, accurate and appropriate representations and warranties regarding the Company and, the representations and warranties regarding the Mortgage Loans as of the date of the Agency Transfer, Whole Loan Transfer or Securitization Transaction, modified to the extent necessary to accurately reflect the pool statistics of the Mortgage Loans as of the date of such Agency Transfer, Whole Loan Transfer or Securitization Transaction and any events or circumstances existing subsequent to the related Closing Date(s); (d) to deliver to the Purchaser or any affiliate of the Purchaser such legal documents and in-house Opinions of Counsel satisfactory to the Company as are customarily delivered by originators or servicersPurchaser, as the case may be, in connection with such Sale. The Purchaser shall pay all third party costs associated with the preparation of such information; (4) enter into any other servicing, custodial or other similar agreements, that are consistent with the provisions of this Agreement, and which contain such provisions as are customary in securitizations rated "AAA" (including a securitization involving a REMIC); (5) restate the representations and warranties contained in Article III hereof as of the closing date of such Sale; provided, however, that with respect to the representations and warranties set forth in Section 3.03 (4), (20), (21), (25), (31), and (58), the Seller or Servicer may make such additional qualifications as are reasonably determined necessary to make such representations and warranties accurate at the time of such restatement; (6) provide such opinions of counsel as are customary in such transactions, provided, however, that any opinion of outside counsel shall be provided at Purchaser's expense; (7) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any participant in such Sale, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit 13; and (8) provide Sarbanes-Oxley certification in the form of Exhibit 11. Xx xxxxxction with a Securitization Transaction, the Purchaser may be required to engage a master servicer or trustee to determine the allocation of payments to and make remittances to the certificateholders, at the Purchaser's sole cost and expense. In the event that a master servicer or trustee is requested by the Purchaser to be necessary determine the allocation of payments and to make remittances to the certificateholders, the Servicer agrees to service the Mortgage Loans in connection accordance with the Agency Transferreasonable and customary requirements of such Securitization Transaction, Whole Loan Transfers which may include the Servicer's acting as a subservicer in a master servicing arrangement. With respect to the then owners of the Mortgage Loans, the Servicer shall thereafter deal solely with such master servicer or Securitization Transactionstrustee, as the case may be, be with respect to such in-house Opinions of Counsel for an Agency Transfer or a Mortgage Loans which are subject to the Securitization Transaction and shall not be required to be in the form reasonably acceptable deal with any other party with respect to the Purchaser and the Company, it being understood that the such Mortgage Loans. The cost of any opinions of outside special counsel that may be required for an Agency Transfer, a Whole Loan Transfer or such Securitization Transaction, as the case may be, Transaction shall be the responsibility of the Purchaser; (e) to negotiate and execute one or more subservicing agreements between the Company and any master servicer which is a prudent master servicer in the secondary mortgage market, designated borne by the Purchaser in its sole discretion after consultation with the Company and/or one or more custodial and servicing agreements among the Purchaser, other than the Company Seller's overhead or employees' salaries. The Servicer shall indemnify each Indemnified Party and a third party custodian/trustee which is generally considered hold each of them harmless from and against any losses, damages, liabilities, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that each of them may sustain arising from any false statements or omissions with respect to be a prudent custodian/trustee in information provided by or on behalf of the secondary mortgage market designated by the Purchaser in its sole discretion after consultation with the Company, in either case for the purpose of pooling the Mortgage Loans with other Mortgage Loans for resale or securitization; and (f) Servicer in connection with any securitization of any Mortgage Loans, Sale. In the event the Purchaser has elected to execute a pooling and servicing agreement in form and substance reasonably satisfactory have the Servicer hold record title to the CompanyMortgages, which pooling and servicing agreement prior to a Reconstitution Date the Servicer or its designee shall provide indemnification for the benefit prepare an Assignment of the Company against liability Mortgage in blank from the Servicer, acceptable to Fannie Mae or Freddie Mac, as applicable, the trustee or such txxxx xarty, as xxx xxse may be, for each Mortgage Loan that is part of a Sale and damageshall pay all preparation and recording costs associated therewith. The Servicer shall execute each Assignment of the Mortgage, not caused track such Assignments of the Mortgage to ensure they have been recorded and deliver them as required by Fannie Mae or Freddie Mac, as applicable, the Companytrustee or such txxxx xarty, as xxx xxse may be, upon the Servicer's receipt thereof. Additionally, the Servicer shall prepare and execute, at the direction of the Purchaser, any note endorsements in connection with any and all Reconstitution Agreements. All Mortgage Loans not sold or transferred pursuant to a Sale shall remain subject to this Agreement. With respect to any Mortgage Loans sold in a Securitization Transaction where the Servicer remains as the servicer, the Servicer agrees that on or before March 1st each year following the year such agreement maySecuritization Transaction occurs, at the Purchaser's direction, contain contractual provisions including, but not limited toServicer shall deliver to the depositor and the trustee, a 24certification in the form attached as Exhibit 11 hereto, executed by a senior officer of the Servicer in charge of servicing for use in connection with any Form 10-day certificate payment delay (54-day total payment delay), servicer advances of delinquent scheduled payments of principal K to be filed with the Securities and interest through liquidation (unless deemed non-recoverable) and prepayment interest shortfalls (Exchange Commission with respect to the securitization trust. The obligation to provide such certification will terminate to the extent the related securitization trust's obligation to file reports under the Exchange Act terminates. The Servicer shall indemnify and hold harmless the Indemnified Parties from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any breach of the monthly servicing fee payable thereto)Servicer's obligations under this paragraph or the Servicer's material misstatement or omission, servicing and mortgage loan representations and warranties which bad faith or willful misconduct in form and substance conform connection therewith. Notwithstanding any provisions of this Agreement to the representations and warranties contrary, all Mortgage Loans sold or transferred to Fannie Mae or Freddie Mac shall be serviced in this Agreement and accordance with xxx Xxnnie Mae Xxxxx or the Freddie Mac Servicing Guide, as applicaxxx, xs the same may be xxxxxxx from time to secondary market standards for securities backed by mortgage loans similar time. The Servicer further agrees that it will service the related Mortgage Loans in accordance with the terms of any Fannie Mae or Freddie Mac requirements which are in addition to xxxxx set forxx xx xhe Fannie Mae Guide or the Freddie Mac Servicing Guide. The Servicxx xxxnowledges that the Xxxxxxser may from to time sell or transfer certain of the Mortgage Loans and to Fannie Mae and/ or Freddie Mac or deliver certain securities sexxxxx by the Mortgaxx Xxxxs to Fannie Mae or Freddie Mac to be guaranteed. In the event such provisions with regard sxxx xx deliverx xxxxxs, the Servicer agrees that it shall deliver to servicing responsibilitiesFannie Mae or Freddie Mac, investor reportingall reports, segregation and deposit of principal and interest payments, custody of the Mortgage Loanscertificates, and other covenants xxxxxentation xxxxxxed by each such agency and that it shall remit to Fannie Mae or Freddie Mac, as are applicable, all amounts required xx xx remitted xx xxxordance with such agency's guaranty program. The Purchaser and the Servicer agree that any Mortgage Loans sold by the Purchaser to Fannie Mae, will be managed in accordance with the Process Guidxxxxxx set forth in Exhibit 12 hereto. The Servicer acknowledges that the requirements of the Process Guidelines are in addition to the Servicer's obligations to service the Loans in accordance with the Fannie Mae Guide and one or more nationallyAccepted Servicing Practices.

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. The Without incurring undue effort or any cost except the Seller's overhead or employees' salaries, each Seller shall take reasonable steps to assist the Purchaser, if the Purchaser and so requests by 15 days' advance written notice to the Company agree related Seller or Sellers (it is agreed that with respect electronic mail shall be considered valid notification if not followed by verbal communication by the Purchaser to some the related Seller or all of the Mortgage LoansSellers), from time to time, but with respect to in re-selling the Mortgage Loans in each Mortgage Loan Package the Purchaser shall: (1i) Effect an Agency Transfer; and/or , (2ii) Effect a Whole Loan Transfer; and/or Transfer or (3iii) Effect a Securitization Transaction. Transaction (each, a "Sale") in each case retaining the Company Servicer as the servicer [or sub-servicer] subservicer thereof, or as applicable the "seller/servicer". On ." Unless otherwise agreed to between the related Reconstitution DatePurchaser and the Servicer, the Mortgage Loans transferred Purchaser shall cease to be covered by this Agreementgive the Servicer 15 days notice of any Sale. The Company Servicer shall cooperate with the Purchaser in connection with each Sale in accordance with this Section. In connection therewith the Servicer shall: (1) negotiate in good faith and timely execute any Agency TransferReconstitution Agreements, Whole Loan Transfer required by Purchaser to effectuate the foregoing; provided such agreements create no materially greater obligation or Securitization Transaction contemplated cost on the part of the Servicer than otherwise set forth in this Agreement; (2) represent to the Purchaser, the depositor, the trustee, and the initial purchaser of the securities issued in connection with any Sale that: (1) that the Servicer has serviced the Mortgage Loans in accordance with the terms of this Agreement, and has otherwise complied with all covenants and obligations hereunder, and (2) that the Servicer has taken no action that would, nor omitted to take any required action the omission of which would, have the effect of impairing any mortgage insurance or guarantee on the Mortgage Loans. The Servicer also agrees to represent the accuracy of any information provided to the Purchaser by the Purchaser pursuant to this Section 7.01. In that connectionServicer for inclusion in any prospectus supplement, the Company agreesoffering memorandum or term sheet prepared in connection with any Sale; (3) provide as applicable: (a) any and all information regarding delinquencies and defaults with respect to execute any Reconstitution Agreement Servicer's Mortgage Loan portfolio and appropriate verification of information which is in form and substance may be reasonably satisfactory available to the Company Servicer, whether through letters of its auditors and its counsel within a reasonable period of time after receipt of any Reconstitution Agreement which time or otherwise, as the Purchaser shall be sufficient for the Company and Company's counsel to review such Reconstitution Agreement, but such time shall not exceed five (5) Business Days after such receiptrequest; (b) such additional statements, certificates or other similar documents of the Servicer or reports from the Servicer's accountants in connection with a Securitization Transaction and in substance as required by applicable law; and (c) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, financial description of the Servicer as servicer for inclusion in any offering documents to cooperate fully be distributed to potential investors in connection with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence procedures and a Sale with respect to the preparation (includingMortgage Loans, but not limited toand certificates of public officials or officers of the Servicer as are reasonably believed necessary by the trustee, any Rating Agency, the endorsement, delivery, assignment, and execution) of the Mortgage Loan Documents and other related documents, and with respect to servicing requirements reasonably requested by the rating agencies and credit enhancers; (c) with respect to any Agency Transfer, Whole Loan Transfer or Securitization Transaction, to make reasonable, accurate and appropriate representations and warranties regarding the Company and, the representations and warranties regarding the Mortgage Loans as of the date of the Agency Transfer, Whole Loan Transfer or Securitization Transaction, modified to the extent necessary to accurately reflect the pool statistics of the Mortgage Loans as of the date of such Agency Transfer, Whole Loan Transfer or Securitization Transaction and any events or circumstances existing subsequent to the related Closing Date(s); (d) to deliver to the Purchaser or any affiliate of the Purchaser such legal documents and in-house Opinions of Counsel satisfactory to the Company as are customarily delivered by originators or servicersPurchaser, as the case may be, in connection with such Sale. The Purchaser shall pay all third party costs associated with the preparation of such information; (4) enter into any other servicing, custodial or other similar agreements, that are consistent with the provisions of this Agreement, and which contain such provisions as are customary in securitizations rated "AAA" (including a securitization involving a REMIC); (5) restate the representations and warranties contained in Article III hereof as of the closing date of such Sale; provided, however, that with respect to the representations and warranties set forth in Section 3.03 (4), (20), (21), (25), (31), and (58), the Seller or Servicer may make such additional qualifications as are reasonably determined necessary to make such representations and warranties accurate at the time of such restatement; (6) provide such opinions of counsel as are customary in such transactions, provided, however, that any opinion of outside counsel shall be provided at Purchaser's expense; (7) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any participant in such Sale, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit 13; and (8) provide Sarbanes-Oxley certification in the form of Exhibit 11. Xx xxxxxxtion with a Securitization Transaction, the Purchaser may be required to engage a master servicer or trustee to determine the allocation of payments to and make remittances to the certificateholders, at the Purchaser's sole cost and expense. In the event that a master servicer or trustee is requested by the Purchaser to be necessary determine the allocation of payments and to make remittances to the certificateholders, the Servicer agrees to service the Mortgage Loans in connection accordance with the Agency Transferreasonable and customary requirements of such Securitization Transaction, Whole Loan Transfers which may include the Servicer's acting as a subservicer in a master servicing arrangement. With respect to the then owners of the Mortgage Loans, the Servicer shall thereafter deal solely with such master servicer or Securitization Transactionstrustee, as the case may be, be with respect to such in-house Opinions of Counsel for an Agency Transfer or a Mortgage Loans which are subject to the Securitization Transaction and shall not be required to be in the form reasonably acceptable deal with any other party with respect to the Purchaser and the Company, it being understood that the such Mortgage Loans. The cost of any opinions of outside special counsel that may be required for an Agency Transfer, a Whole Loan Transfer or such Securitization Transaction, as the case may be, Transaction shall be the responsibility of the Purchaser; (e) to negotiate and execute one or more subservicing agreements between the Company and any master servicer which is a prudent master servicer in the secondary mortgage market, designated borne by the Purchaser in its sole discretion after consultation with the Company and/or one or more custodial and servicing agreements among the Purchaser, other than the Company Seller's overhead or employees' salaries. The Servicer shall indemnify each Indemnified Party and a third party custodian/trustee which is generally considered hold each of them harmless from and against any losses, damages, liabilities, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that each of them may sustain arising from any false statements or omissions with respect to be a prudent custodian/trustee in information provided by or on behalf of the secondary mortgage market designated by the Purchaser in its sole discretion after consultation with the Company, in either case for the purpose of pooling the Mortgage Loans with other Mortgage Loans for resale or securitization; and (f) Servicer in connection with any securitization of any Mortgage Loans, Sale. In the event the Purchaser has elected to execute a pooling and servicing agreement in form and substance reasonably satisfactory have the Servicer hold record title to the CompanyMortgages, which pooling and servicing agreement prior to a Reconstitution Date the Servicer or its designee shall provide indemnification for the benefit prepare an Assignment of the Company against liability Mortgage in blank from the Servicer, acceptable to Fannie Mae or Freddie Mac, as applicable, the trustee or such thxxx xxrty, as xxx xxxe may be, for each Mortgage Loan that is part of a Sale and damageshall pay all preparation and recording costs associated therewith. The Servicer shall execute each Assignment of the Mortgage, not caused track such Assignments of the Mortgage to ensure they have been recorded and deliver them as required by Fannie Mae or Freddie Mac, as applicable, the Companytrustee or such thxxx xxrty, as xxx xxxe may be, upon the Servicer's receipt thereof. Additionally, the Servicer shall prepare and execute, at the direction of the Purchaser, any note endorsements in connection with any and all Reconstitution Agreements. All Mortgage Loans not sold or transferred pursuant to a Sale shall remain subject to this Agreement. With respect to any Mortgage Loans sold in a Securitization Transaction where the Servicer remains as the servicer, the Servicer agrees that on or before March 1st each year following the year such agreement maySecuritization Transaction occurs, at the Purchaser's direction, contain contractual provisions including, but not limited toServicer shall deliver to the depositor and the trustee, a 24certification in the form attached as Exhibit 11 hereto, executed by a senior officer of the Servicer in charge of servicing for use in connection with any Form 10-day certificate payment delay (54-day total payment delay), servicer advances of delinquent scheduled payments of principal K to be filed with the Securities and interest through liquidation (unless deemed non-recoverable) and prepayment interest shortfalls (Exchange Commission with respect to the securitization trust. The obligation to provide such certification will terminate to the extent the related securitization trust's obligation to file reports under the Exchange Act terminates. The Servicer shall indemnify and hold harmless the Indemnified Parties from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any breach of the monthly servicing fee payable thereto)Servicer's obligations under this paragraph or the Servicer's material misstatement or omission, servicing and mortgage loan representations and warranties which bad faith or willful misconduct in form and substance conform connection therewith. Notwithstanding any provisions of this Agreement to the representations and warranties contrary, all Mortgage Loans sold or transferred to Fannie Mae or Freddie Mac shall be serviced in this Agreement and accordance with txx Xxxnie Mae Xxxxx xr the Freddie Mac Servicing Guide, as applicabxx, xx the same may be axxxxxx from time to secondary market standards for securities backed by mortgage loans similar time. The Servicer further agrees that it will service the related Mortgage Loans in accordance with the terms of any Fannie Mae or Freddie Mac requirements which are in addition to xxxxx set fortx xx xxe Fannie Mae Guide or the Freddie Mac Servicing Guide. The Servicex xxxxowledges that the Xxxxxxxer may from to time sell or transfer certain of the Mortgage Loans and to Fannie Mae and/ or Freddie Mac or deliver certain securities secxxxx xy the Mortgagx Xxxxx to Fannie Mae or Freddie Mac to be guaranteed. In the event such provisions with regard saxx xx delivery xxxxxx, the Servicer agrees that it shall deliver to servicing responsibilitiesFannie Mae or Freddie Mac, investor reportingall reports, segregation and deposit of principal and interest payments, custody of the Mortgage Loanscertificates, and other covenants xxxxxxntation xxxxxxxd by each such agency and that it shall remit to Fannie Mae or Freddie Mac, as are applicable, all amounts required tx xx xemitted xx xxxxrdance with such agency's guaranty program. The Purchaser and the Servicer agree that any Mortgage Loans sold by the Purchaser to Fannie Mae, will be managed in accordance with the Process Guidexxxxx set forth in Exhibit 12 hereto. The Servicer acknowledges that the requirements of the Process Guidelines are in addition to the Servicer's obligations to service the Loans in accordance with the Fannie Mae Guide and one or more nationallyAccepted Servicing Practices.

Removal of Mortgage Loans from Inclusion Under this Agreement Upon an Agency Transfer. Whole-Whole Loan Transfer or a Securitization Transaction Transfer on One or More Reconstitution Dates. The Purchaser Seller and the Company Initial Purchaser agree that with respect to some or all of the Mortgage Loans, from time to time, but with respect to the Mortgage Loans in each Mortgage Loan Package the Purchaser shallmay effect: (1) Effect an Agency a transfer to Fannie Mae under its Cash Purchase Program or MBX Xxxxrxx (Special Servicing Option) (each a "Fannie Mae Transfer"); (2) a xxxxxxer to Freddie Mac (the "Freddie Mac Transfer"); (3) one or more Whole Loan Transfers; and/or (24) Effect a Whole Loan Transfer; and/or (3) Effect a one or more Securitization Transaction. in each case retaining the Company as the servicer [or sub-servicer] thereof, or as applicable the "seller/servicer". On the related Reconstitution Date, the Mortgage Loans transferred shall cease to be covered by this AgreementTransfers. The Company Seller shall reasonably cooperate with the Purchaser with respect to up to three (or such other number as may be reflected in the related Commitment Letter) Agency Transfers, Whole Loan Transfer, or a Pass-Through Transfer (collectively, a "Transfer") pursuant to this Section 12 with respect to each pool of Mortgage Loans. The Seller agrees to execute in connection with any Agency Transfer, any and all pool purchase contracts, and/or agreements reasonably acceptable to the Seller among the Purchaser, the Seller, Fannie Mae or Freddie Mac (as the case may be). Seller's Servicing Xxx xixx not xx xxxxrsely affected with respect to any Agency Transfer. With respect to each Whole Loan Transfer, Agency Transfer or Securitization Transaction contemplated Transfer, as the case may be, entered into by the Purchaser pursuant to this Section 7.01. In that connectionInitial Purchaser, the Company Seller agrees: (a) to execute any Reconstitution Agreement which is in form and substance reasonably satisfactory to the Company and its counsel 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 five (5) Business Days after such receipt; (bi) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence procedures and with respect to the preparation (including, but not limited to, the endorsement, delivery, assignment, and execution) of the Mortgage Loan Documents and other related documents, and with respect to servicing requirements reasonably requested by the rating agencies and credit enhancers; (cii) with respect to any Agency Transfer, Whole Loan Transfer execute all Reconstitution Agreements provided that each of the Seller and the Purchaser is given an opportunity to review and reasonably negotiate in good faith the content of such documents not specifically referenced or Securitization Transaction, to provided for herein; (iii) the Seller shall make reasonable, accurate and appropriate the representations and warranties regarding the Company and, Seller in Section 7.01 herein and the representations and warranties regarding the Mortgage Loans in Section 7.02 (ii), (iii), (iv), (vi), (vii), (viii), (ix), (x), (xii), (xiii), (xiv), (xv), (xvii), (xxviii), (xxxiv), (xxxv), (xli), (xliv), (l), (lv), (lvi), herein as of the date of the Agency related Whole Loan Transfer, Whole Loan Agency Transfer or Securitization TransactionPass-Through Transfer, modified to the extent necessary to accurately reflect the pool statistics of the Mortgage Loans as of the date of such Agency Transfer, Whole Loan Transfer or Securitization Transaction and any events or circumstances existing subsequent to the related Closing Date(s); (div) to deliver to the Purchaser or any affiliate comply with Section 13 of the Purchaser such legal documents and in-house Opinions of Counsel satisfactory to the Company as are customarily delivered by originators or servicers, as the case may be, and reasonably determined by the Purchaser to be necessary this Agreement; (v) in connection with the Agency Transfer, Whole Loan Transfers or Securitization Transactions, as the case may be, such in-house Opinions of Counsel for an Agency Transfer or a Securitization Transaction to be in the form reasonably acceptable to the Purchaser and the Company, it being understood that the cost any securitization of any opinions of outside special counsel that may be required for an Agency TransferServicing Retained Mortgage Loans, a Whole Loan Transfer or Securitization Transaction, as the case may be, shall be the responsibility of the Purchaser; (e) to negotiate and execute one or more subservicing agreements between the Company Seller and any master servicer which is generally considered to be a prudent master servicer in the secondary mortgage market, designated by the Purchaser in its sole discretion after consultation with the Company Seller and/or one or more custodial and servicing agreements among the Purchaser, the Company Seller and a third party custodian/trustee which is generally considered to be a prudent custodian/trustee in the secondary mortgage market designated by the Purchaser in its sole discretion after consultation with the CompanySeller, in either case for the purpose of pooling the Mortgage Loans with other Mortgage Loans for resale or securitization; andsecuritization and containing servicing provisions which are similar to the servicing provisions set forth herein; (fvi) in connection with any securitization of any Servicing Retained Mortgage Loans, to execute a pooling and servicing agreement in form and substance reasonably satisfactory to the Companyagreement, which pooling and servicing agreement shall provide indemnification for the benefit of the Company against liability and damage, not caused by the Company, in connection with such agreement may, at the Purchaser's direction, contain contractual provisions including, but not limited to, a 24-24 day certificate payment delay (54-54 day total payment delay), servicer advances of delinquent scheduled payments of principal and interest through liquidation (unless deemed non-non recoverable) and prepayment interest shortfalls (to the extent of the monthly servicing fee payable thereto), servicing and mortgage loan representations and warranties which in form and substance conform to the representations and warranties in this Agreement and 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 Purchaser and one or more nationallynationally recognized rating agencies for "AAA" rated mortgage pass through transactions which are "mortgage related securities" for the purposes of the Secondary Mortgage Market Enhancement Act of 1984, unless otherwise mutually agreed; (vii) to execute, deliver and satisfy all conditions set forth in an indemnity agreement substantially in the form of Exhibit 12; and (viii) in connection with any out-of-pocket costs that the Seller may incur with respect to its compliance with any requests made pursuant to this Section 12, the Purchaser ("Reconstitution Costs") shall reimburse the Seller for such Reconstitution Costs.

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. The Without incurring undue effort or any cost except the Seller's overhead or employees' salaries, each Seller shall take reasonable steps to assist the Purchaser, if the Purchaser and so requests by 15 days' advance written notice to the Company agree related Seller or Sellers (it is agreed that with respect electronic mail shall be considered valid notification if not followed by verbal communication by the Purchaser to some the related Seller or all of the Mortgage LoansSellers), from time to time, but with respect to in re-selling the Mortgage Loans in each Mortgage Loan Package the Purchaser shall: (1i) Effect an Agency Transfer; and/or , (2ii) Effect a Whole Loan Transfer; and/or Transfer or (3iii) Effect a Securitization Transaction. Transaction (each, a "Sale") in each case retaining the Company Servicer as the servicer [or sub-servicer] subservicer thereof, or as applicable the "seller/servicer". On ." Unless otherwise agreed to between the related Reconstitution DatePurchaser and the Servicer, the Mortgage Loans transferred Purchaser shall cease to be covered by this Agreementgive the Servicer 15 days notice of any Sale. The Company Servicer shall cooperate with the Purchaser in connection with each Sale in accordance with this Section. In connection therewith the Servicer shall: (1) negotiate in good faith and timely execute any Agency TransferReconstitution Agreements, Whole Loan Transfer required by Purchaser to effectuate the foregoing; provided such agreements create no materially greater obligation or Securitization Transaction contemplated cost on the part of the Servicer than otherwise set forth in this Agreement; (2) represent to the Purchaser, the depositor, the trustee, and the initial purchaser of the securities issued in connection with any Sale that: (1) that the Servicer has serviced the Mortgage Loans in accordance with the terms of this Agreement, and has otherwise complied with all covenants and obligations hereunder, and (2) that the Servicer has taken no action that would, nor omitted to take any required action the omission of which would, have the effect of impairing any mortgage insurance or guarantee on the Mortgage Loans. The Servicer also agrees to represent the accuracy of any information provided to the Purchaser by the Purchaser pursuant to this Section 7.01. In that connectionServicer for inclusion in any prospectus supplement, the Company agreesoffering memorandum or term sheet prepared in connection with any Sale; (3) provide as applicable: (a) any and all information regarding delinquencies and defaults with respect to execute any Reconstitution Agreement Servicer's Mortgage Loan portfolio and appropriate verification of information which is in form and substance may be reasonably satisfactory available to the Company Servicer, whether through letters of its auditors and its counsel within a reasonable period of time after receipt of any Reconstitution Agreement which time or otherwise, as the Purchaser shall be sufficient for the Company and Company's counsel to review such Reconstitution Agreement, but such time shall not exceed five (5) Business Days after such receiptrequest; (b) such additional statements, certificates or other similar documents of the Servicer or reports from the Servicer's accountants in connection with a Securitization Transaction and in substance as required by applicable law; and (c) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, financial description of the Servicer as servicer for inclusion in any offering documents to cooperate fully be distributed to potential investors in connection with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence procedures and a Sale with respect to the preparation (includingMortgage Loans, but not limited toand certificates of public officials or officers of the Servicer as are reasonably believed necessary by the trustee, any Rating Agency, the endorsement, delivery, assignment, and execution) of the Mortgage Loan Documents and other related documents, and with respect to servicing requirements reasonably requested by the rating agencies and credit enhancers; (c) with respect to any Agency Transfer, Whole Loan Transfer or Securitization Transaction, to make reasonable, accurate and appropriate representations and warranties regarding the Company and, the representations and warranties regarding the Mortgage Loans as of the date of the Agency Transfer, Whole Loan Transfer or Securitization Transaction, modified to the extent necessary to accurately reflect the pool statistics of the Mortgage Loans as of the date of such Agency Transfer, Whole Loan Transfer or Securitization Transaction and any events or circumstances existing subsequent to the related Closing Date(s); (d) to deliver to the Purchaser or any affiliate of the Purchaser such legal documents and in-house Opinions of Counsel satisfactory to the Company as are customarily delivered by originators or servicersPurchaser, as the case may be, in connection with such Sale. The Purchaser shall pay all third party costs associated with the preparation of such information; (4) enter into any other servicing, custodial or other similar agreements, that are consistent with the provisions of this Agreement, and which contain such provisions as are customary in securitizations rated "AAA" (including a securitization involving a REMIC); (5) restate the representations and warranties contained in Article III hereof as of the closing date of such Sale; provided, however, that with respect to the representations and warranties set forth in Section 3.03 (4), (20), (21), (25), (31), and (58), the Seller or Servicer may make such additional qualifications as are reasonably determined necessary to make such representations and warranties accurate at the time of such restatement; (6) provide such opinions of counsel as are customary in such transactions, provided, however, that any opinion of outside counsel shall be provided at Purchaser's expense; (7) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any participant in such Sale, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit 13; and (8) provide Sarbanes-Oxley certification in the form of Exhibit 11. Xx xxxxxxxxon with a Securitization Transaction, the Purchaser may be required to engage a master servicer or trustee to determine the allocation of payments to and make remittances to the certificateholders, at the Purchaser's sole cost and expense. In the event that a master servicer or trustee is requested by the Purchaser to be necessary determine the allocation of payments and to make remittances to the certificateholders, the Servicer agrees to service the Mortgage Loans in connection accordance with the Agency Transferreasonable and customary requirements of such Securitization Transaction, Whole Loan Transfers which may include the Servicer's acting as a subservicer in a master servicing arrangement. With respect to the then owners of the Mortgage Loans, the Servicer shall thereafter deal solely with such master servicer or Securitization Transactionstrustee, as the case may be, be with respect to such in-house Opinions of Counsel for an Agency Transfer or a Mortgage Loans which are subject to the Securitization Transaction and shall not be required to be in the form reasonably acceptable deal with any other party with respect to the Purchaser and the Company, it being understood that the such Mortgage Loans. The cost of any opinions of outside special counsel that may be required for an Agency Transfer, a Whole Loan Transfer or such Securitization Transaction, as the case may be, Transaction shall be the responsibility of the Purchaser; (e) to negotiate and execute one or more subservicing agreements between the Company and any master servicer which is a prudent master servicer in the secondary mortgage market, designated borne by the Purchaser in its sole discretion after consultation with the Company and/or one or more custodial and servicing agreements among the Purchaser, other than the Company Seller's overhead or employees' salaries. The Servicer shall indemnify each Indemnified Party and a third party custodian/trustee which is generally considered hold each of them harmless from and against any losses, damages, liabilities, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that each of them may sustain arising from any false statements or omissions with respect to be a prudent custodian/trustee in information provided by or on behalf of the secondary mortgage market designated by the Purchaser in its sole discretion after consultation with the Company, in either case for the purpose of pooling the Mortgage Loans with other Mortgage Loans for resale or securitization; and (f) Servicer in connection with any securitization of any Mortgage Loans, Sale. In the event the Purchaser has elected to execute a pooling and servicing agreement in form and substance reasonably satisfactory have the Servicer hold record title to the CompanyMortgages, which pooling and servicing agreement prior to a Reconstitution Date the Servicer or its designee shall provide indemnification for the benefit prepare an Assignment of the Company against liability Mortgage in blank from the Servicer, acceptable to Fannie Mae or Freddie Mac, as applicable, the trustee or such thxxx xxrty, as xxx xxxe may be, for each Mortgage Loan that is part of a Sale and damageshall pay all preparation and recording costs associated therewith. The Servicer shall execute each Assignment of the Mortgage, not caused track such Assignments of the Mortgage to ensure they have been recorded and deliver them as required by Fannie Mae or Freddie Mac, as applicable, the Companytrustee or such thxxx xxrty, as xxx xxxe may be, upon the Servicer's receipt thereof. Additionally, the Servicer shall prepare and execute, at the direction of the Purchaser, any note endorsements in connection with any and all Reconstitution Agreements. All Mortgage Loans not sold or transferred pursuant to a Sale shall remain subject to this Agreement. With respect to any Mortgage Loans sold in a Securitization Transaction where the Servicer remains as the servicer, the Servicer agrees that on or before March 1st each year following the year such agreement maySecuritization Transaction occurs, at the Purchaser's direction, contain contractual provisions including, but not limited toServicer shall deliver to the depositor and the trustee, a 24certification in the form attached as Exhibit 11 hereto, executed by a senior officer of the Servicer in charge of servicing for use in connection with any Form 10-day certificate payment delay (54-day total payment delay), servicer advances of delinquent scheduled payments of principal K to be filed with the Securities and interest through liquidation (unless deemed non-recoverable) and prepayment interest shortfalls (Exchange Commission with respect to the securitization trust. The obligation to provide such certification will terminate to the extent the related securitization trust's obligation to file reports under the Exchange Act terminates. The Servicer shall indemnify and hold harmless the Indemnified Parties from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any breach of the monthly servicing fee payable thereto)Servicer's obligations under this paragraph or the Servicer's material misstatement or omission, servicing and mortgage loan representations and warranties which bad faith or willful misconduct in form and substance conform connection therewith. Notwithstanding any provisions of this Agreement to the representations and warranties contrary, all Mortgage Loans sold or transferred to Fannie Mae or Freddie Mac shall be serviced in this Agreement and accordance with txx Xxxnie Mae Xxxxx xr the Freddie Mac Servicing Guide, as applicabxx, xx the same may be axxxxxx from time to secondary market standards for securities backed by mortgage loans similar time. The Servicer further agrees that it will service the related Mortgage Loans in accordance with the terms of any Fannie Mae or Freddie Mac requirements which are in addition to xxxxx set fortx xx xxe Fannie Mae Guide or the Freddie Mac Servicing Guide. The Servicex xxxxowledges that the Xxxxxxxer may from to time sell or transfer certain of the Mortgage Loans and to Fannie Mae and/ or Freddie Mac or deliver certain securities secxxxx xy the Mortgagx Xxxxx to Fannie Mae or Freddie Mac to be guaranteed. In the event such provisions with regard saxx xx delivery xxxxxx, the Servicer agrees that it shall deliver to servicing responsibilitiesFannie Mae or Freddie Mac, investor reportingall reports, segregation and deposit of principal and interest payments, custody of the Mortgage Loanscertificates, and other covenants xxxxxxntation xxxxxxxd by each such agency and that it shall remit to Fannie Mae or Freddie Mac, as are applicable, all amounts required tx xx xemitted xx xxxxrdance with such agency's guaranty program. The Purchaser and the Servicer agree that any Mortgage Loans sold by the Purchaser to Fannie Mae, will be managed in accordance with the Process Guidexxxxx set forth in Exhibit 12 hereto. The Servicer acknowledges that the requirements of the Process Guidelines are in addition to the Servicer's obligations to service the Loans in accordance with the Fannie Mae Guide and one or more nationallyAccepted Servicing Practices.