Common use of Removal of Mortgage Loans from Inclusion under This Agreement Upon Clause in Contracts

Removal of Mortgage Loans from Inclusion under This Agreement Upon. a Whole Loan Transfer or a Pass-Through Transfer on One or More Reconstitution Dates. The Seller and the Initial Purchaser agree that with respect to some or all of the Mortgage Loans, the Initial Purchaser may effect either: (1) one or more Whole Loan Transfers; and/or (2) 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 Initial Purchaser, the Seller agrees: (1) 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; (2) to 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 provided for herein; (3) with respect to any Whole Loan Transfer or Pass-Through Transfer, the Seller shall make the representations and warranties regarding the Seller and the Mortgage Loans set forth in Sections 7.01 and 7.02 herein as of the date of the Whole Loan Transfer or Pass-Through Transfer, modified to the extent necessary to accurately reflect the pool statistics of the Mortgage Loans as of the date of such Whole Loan Transfer or Pass-Through Transfer and any events or circumstances existing subsequent to the related Closing Date(s); (4) to deliver to the Purchaser for inclusion in any prospectus or other offering material such publicly available information regarding the Seller, its financial condition and its mortgage loan delinquency, foreclosure and loss experience and any additional information requested by the Purchaser, and to deliver to the Purchaser any similar non public, unaudited financial information, in which case the Purchaser shall bear the cost of having such information audited by certified public accountants if the Purchaser desires such an audit, or as is otherwise reasonably requested by the Purchaser and which the Seller is capable of providing without unreasonable effort or expense; (5) to deliver to the Purchaser and to any Person designated by the Purchaser, at the Purchaser's expense, such statements and audit letters of reputable, certified public accountants pertaining to information provided by the Seller pursuant to clause 4 above as shall be reasonably requested by the Purchaser; (6) to deliver to the Purchaser, and to any Person designated by the Purchaser, such legal documents and in-house Opinions of Counsel 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 Whole Loan Transfers or Pass-Through Transfers, as the case may be, such in-house Opinions of Counsel for a Pass-Through Transfer to be in the form reasonably acceptable to the Purchaser, 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 Purchaser; (7) to negotiate and execute one or more subservicing agreements between the 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 Seller and/or one or more custodial and servicing agreements among the Purchaser, the 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 Seller, in either case for the purpose of pooling the Mortgage Loans with other Mortgage Loans for resale or securitization; (8) in connection with any securitization of any Mortgage Loans, to execute a pooling and servicing agreement, which pooling and servicing 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), certain REMIC requirements, 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 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. If the Purchaser deems it advisable at any time to pool the Mortgage Loans with other mortgage loans for the purpose of resale or securitization, the Seller agrees to execute one or more subservicing agreements between itself (as servicer) and a master servicer designated by the Purchaser at its sole discretion, and/or one or more servicing agreements among the Seller (as servicer), the Purchaser and a trustee designated by the Purchaser at its sole discretion, such agreements in each case incorporating terms and provisions substantially identical to those described in the immediately preceding paragraph; (9) to transfer the servicing rights to the Purchaser or its designee as described in Section 16 upon the direction of the Purchaser; (10) In the event the Purchaser has elected to have the Seller hold record title to the Mortgages, prior to a Reconstitution Date the Seller or its designee shall prepare an Assignment of Mortgage in blank from the Seller, acceptable to Xxxxxx Mae, Xxxxxxx Mac, 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 Seller shall execute each Assignment of Mortgage, track such Assignments of Mortgage to ensure they have been recorded and deliver them as required by Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party, as the case may be, upon the Seller's receipt thereof. Additionally, the Seller shall prepare and execute, at the direction of the Purchaser, any note endorsements in connection with any and all Reconstitution Agreements; and (11) To indemnify the Purchaser and each affiliate designated by the Purchaser and each Person who controls the Purchaser or such affiliate and hold each of them harmless from and against any losses, damages, 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 in any way related to any information provided by or on behalf of the Seller regarding the Seller, the Seller's servicing practices or performance, the Mortgage Loans or the Seller's underwriting guidelines set forth in any offering document prepared in connection with any Pass-Through Transfer. For purposes of the previous sentence, "Purchaser" shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were "Purchasers" under this Agreement. With respect to any Mortgage Loans sold in a Pass-Through Transfer where the Seller is a servicer, the Seller agrees that on or before March 10th of each year beginning March 10, 2004, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust created in the Pass-Through Transfer, and their officers, directors and affiliates, a certification in the form attached as Exhibit 10 hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the Securities and Exchange Commission with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any), and the trustee, and their respective officers, directors and affiliates, 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 Seller's obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller's obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. With respect to any Mortgage Loans sold in a Pass-Through Transfer, the Purchaser shall cooperate with Terwin to maintain the structure established under this Agreement with respect to the payment of the Servicing Strip and the Subservicing Fee, subject to secondary market standards for securities backed by mortgage loans similar to the Mortgage Loans, REMIC requirements and the requirements of nationally recognized rating agencies. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Pass-Through Transfer shall be subject to this Agreement and shall continue to be serviced for the remainder of the Preliminary Servicing Period 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 Whole Loan Transfer or a Pass-Through Transfer on One or More Reconstitution Dates. The Seller and the Initial Purchaser agree that with respect to some or all of the Mortgage Loans, the Initial Purchaser shall effect either: (1) a Whole Loan Transfer; and/or (2) a Pass-Through Transfer. With respect to Mortgage Loans purchased on any Closing Date, the Purchaser may effect either: (1) one or more Whole Loan Transfers; and/or (2) one Transfers or more Pass-Through TransfersTransfers to no more than four third party purchasers (unless otherwise agreed to by the Seller and the Purchaser). With respect to each Whole Loan Transfer or Pass-Through Transfer, as the case may be, entered into by the Initial Purchaser, the Seller agrees: (1) 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 enhancersprocedures; (2) to 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 provided for herein; (3) with respect to any Mortgage Loan that is subject to a Whole Loan Transfer or a Pass-Through Transfer, the Seller shall make restate the representations and warranties regarding the Seller and the Mortgage Loans set forth in Sections Subsection 7.01 and 7.02 herein as of the date of the Whole Loan Transfer or Pass-Through Transfer, modified to the extent necessary to accurately reflect the pool statistics of the Mortgage Loans as of the date of such Whole Loan Transfer or Pass-Through Transfer and any events shall represent and warrant as of the date of such Whole Loan Transfer or circumstances existing subsequent to Pass-Through Transfer that the related Closing Date(s)Seller has serviced such Mortgage Loan in accordance with this Agreement; (4) to deliver to the Purchaser for inclusion in any prospectus or other offering material such publicly available information regarding the Seller, its financial condition and its mortgage loan delinquency, foreclosure and loss experience and any additional information as shall be reasonably requested by the Purchaser, and to deliver to the Purchaser any similar non non-public, unaudited financial informationinformation regarding the Mortgage Loans as shall be reasonably requested by the Purchaser, in which case the Purchaser shall bear the cost of having such information audited by certified public accountants if the Purchaser desires such an audit, or as is otherwise reasonably requested by the Purchaser and which the Seller is capable of providing without unreasonable effort or expense; (5) to deliver to the Purchaser and to any Person designated by the Purchaser, at the Purchaser's ’s expense, such statements and audit letters of reputable, certified public accountants pertaining to information provided by the Seller pursuant to clause 4 above as shall be reasonably requested by the PurchaserPurchaser and to provide mutually acceptable indemnifications pertaining to information provided by Seller; (6) to deliver to the Purchaser, and to any Person designated by the Purchaser, such legal documents and in-house Opinions opinions of Counsel counsel as are customarily delivered by originators or servicersservicers of mortgage loans, as the case may be, and reasonably determined by the Purchaser to be necessary in connection with Whole Loan Transfers or Pass-Through Transfers, as the case may be, such in-house Opinions of Counsel for a Pass-Through Transfer to be in the form reasonably acceptable to the Purchaser, 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 Purchaser;; and (7) to negotiate and execute one or more subservicing agreements between cooperate fully with the Seller Purchaser and any master servicer which is generally considered prospective purchaser with respect to be a prudent master servicer in the secondary mortgage marketpreparation of Mortgage Loan Documents and such other documents, designated by and with respect to the Purchaser in its sole discretion after consultation with the Seller and/or one or more custodial and servicing agreements among the Purchaser, the 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 Seller, in either case for the purpose of pooling the Mortgage Loans in accordance with other Mortgage Loans for resale or securitization; (8) in connection with any securitization of any Mortgage Loans, the requirements from time to execute a pooling and servicing agreement, which pooling and servicing 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 time of the monthly servicing fee payable thereto), certain REMIC requirements, 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 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. If the Purchaser deems it advisable at any time to pool the Mortgage Loans with other mortgage loans for the purpose of resale or securitization, the Seller agrees to execute one or more subservicing agreements between itself (as servicer) and rating a master servicer designated by the Purchaser at its sole discretion, and/or one or more servicing agreements among the Seller (as servicer), the Purchaser and a trustee designated by the Purchaser at its sole discretion, such agreements in each case incorporating terms and provisions substantially identical to those described in the immediately preceding paragraph; (9) to transfer the servicing rights to the Purchaser or its designee as described in Section 16 upon the direction of the Purchaser; (10) In the event the Purchaser has elected to have the Seller hold record title to the Mortgages, prior to a Reconstitution Date the Seller or its designee shall prepare an Assignment of Mortgage in blank from the Seller, acceptable to Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party, as the case may be, for each Mortgage Loan that is part of a Whole-Whole Loan Transfer or Pass-Through Transfer and shall pay all preparation and recording costs associated therewith. The Seller shall execute each Assignment of Mortgage, track such Assignments of Mortgage to ensure they have been recorded and deliver them as required by Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party, as the case may be, upon the Seller's receipt thereof. Additionally, the Seller shall prepare and execute, at the direction of the Purchaser, any note endorsements in connection with any and all Reconstitution Agreements; and (11) To indemnify the Purchaser and each affiliate designated by the Purchaser and each Person who controls the Purchaser or such affiliate and hold each of them harmless from and against any losses, damages, 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 in any way related to any information provided by or on behalf of the Seller regarding the Seller, the Seller's servicing practices or performance, the Mortgage Loans or the Seller's underwriting guidelines set forth in any offering document prepared in connection with any Pass-Through Transfer. For purposes of the previous sentence, "Purchaser" shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were "Purchasers" under this Agreement. With respect to any Mortgage Loans sold in a Pass-Through Transfer where the Seller is a servicer, the Seller agrees that on or before March 10th of each year beginning March 10, 2004, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust created in the Pass-Through Transfer, and their officers, directors and affiliates, a certification in the form attached as Exhibit 10 hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the Securities and Exchange Commission with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any), and the trustee, and their respective officers, directors and affiliates, 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 Seller's obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller's obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. With respect to any Mortgage Loans sold in a Pass-Through Transfer, the Purchaser shall cooperate with Terwin to maintain the structure established under this Agreement with respect to the payment of the Servicing Strip and the Subservicing Fee, subject to secondary market standards for securities backed by mortgage loans similar to the Mortgage Loans, REMIC requirements credit enhancers providing credit enhancement thereon and the requirements of nationally recognized rating agenciesthe Purchaser’s shelf registration statement. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Pass-Through Transfer shall be subject to this Agreement and shall continue to be serviced for the remainder of the Preliminary Servicing Period 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 Whole Loan Transfer or a Pass-Through Transfer on One or More Reconstitution Dates. The Seller and the Initial Purchaser agree that with respect to some or all of the Mortgage Loans, the Initial Purchaser may effect either: (1) one or more Whole Loan Transfers; and/or (2) 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 Initial Purchaser, the Seller agrees: (1) 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; (2) to 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 provided for herein; (3) with respect to any Whole Loan Transfer or Pass-Through Transfer, the Seller shall make the representations and warranties regarding the Seller and the Mortgage Loans set forth in Sections 7.01 and 7.02 herein as of the date of the Whole Loan Transfer or Pass-Through Transfer, modified to the extent necessary to accurately reflect the pool statistics of the Mortgage Loans as of the date of such Whole Loan Transfer or Pass-Through Transfer and any events or circumstances existing subsequent to the related Closing Date(s); (4) to deliver to the Purchaser for inclusion in any prospectus or other offering material such publicly available information regarding the Seller, its financial condition and its mortgage loan delinquency, foreclosure and loss experience and any additional information requested by the Purchaser, and to deliver to the Purchaser any similar non public, unaudited financial information, in which case the Purchaser shall bear the cost of having such information audited by certified public accountants if the Purchaser desires such an audit, or as is otherwise reasonably requested by the Purchaser and which the Seller is capable of providing without unreasonable effort or expense; (5) to deliver to the Purchaser and to any Person designated by the Purchaser, at the Purchaser's expense, such statements and audit letters of reputable, certified public accountants pertaining to information provided by the Seller pursuant to clause 4 above as shall be reasonably requested by the Purchaser; (6) to deliver to the Purchaser, and to any Person designated by the Purchaser, such legal documents and in-house Opinions of Counsel 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 Whole Loan Transfers or Pass-Through Transfers, as the case may be, such in-house Opinions of Counsel for a Pass-Through Transfer to be in the form reasonably acceptable to the Purchaser, 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 Purchaser; (7) to negotiate and execute one or more subservicing agreements between the 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 Seller and/or one or more custodial and servicing agreements among the Purchaser, the 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 Seller, in either case for the purpose of pooling the Mortgage Loans with other Mortgage Loans for resale or securitization; (8) in connection with any securitization of any Mortgage Loans, to execute a pooling and servicing agreement, which pooling and servicing 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), certain REMIC requirements, 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 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. If the Purchaser deems it advisable at any time to pool the Mortgage Loans with other mortgage loans for the purpose of resale or securitization, the Seller agrees to execute one or more subservicing agreements between itself (as servicer) and a master servicer designated by the Purchaser at its sole discretion, and/or one or more servicing agreements among the Seller (as servicer), the Purchaser and a trustee designated by the Purchaser at its sole discretion, such agreements in each case incorporating terms and provisions substantially identical to those described in the immediately preceding paragraph; (9) to transfer the servicing rights to the Purchaser or its designee as described in Section 16 upon the direction of the Purchaser; (10) In the event the Purchaser has elected to have the Seller hold record title to the Mortgages, prior to a Reconstitution Date the Seller or its designee shall prepare an Assignment of Mortgage in blank from the SellerSeller , acceptable to Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the trustee or such third party, as the case xxxx may be, for each xxx xach 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 Seller shall execute each Assignment of Mortgage, track such Assignments of Mortgage to ensure they have been recorded and deliver them as required by Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the trustee or such third party, as the case xxxx may be, upon xxxx the Seller's receipt thereof. Additionally, the Seller shall prepare and execute, at the direction of the Purchaser, any note endorsements in connection with any and all Reconstitution Agreements; and (11) To indemnify the Purchaser and each affiliate designated by the Purchaser and each Person who controls the Purchaser or such affiliate and hold each of them harmless from and against any losses, damages, 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 in any way related to any information provided by or on behalf of the Seller regarding the Seller, the Seller's servicing practices or performance, the Mortgage Loans or the Seller's underwriting guidelines set forth in any offering document prepared in connection with any Pass-Through Transfer. For purposes of the previous sentence, "Purchaser" shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were "Purchasers" under this Agreement. With respect to any Mortgage Loans sold in a Pass-Through Transfer where the Seller is a servicer, the Seller agrees that on or before March 10th of each year beginning March 10, 2004, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust created in the Pass-Through Transfer, and their officers, directors and affiliates, a certification in the form attached as Exhibit 10 hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the Securities and Exchange Commission with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any), and the trustee, and their respective officers, directors and affiliates, 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 Seller's obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller's obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. With respect to any Mortgage Loans sold in a Pass-Through Transfer, the Purchaser shall cooperate with Terwin to maintain the structure established under this Agreement with respect to the payment of the Servicing Strip and the Subservicing Fee, subject to secondary market standards for securities backed by mortgage loans similar to the Mortgage Loans, REMIC requirements and the requirements of nationally recognized rating agencies. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Pass-Through Transfer shall be subject to this Agreement and shall continue to be serviced for the remainder of the Preliminary Servicing Period 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 Whole Loan Transfer or a Pass-Through Transfer on One or More Reconstitution Dates. The Seller acknowledges and the Initial Purchaser agree agrees that with respect to some or all of the Mortgage Loans, the Initial Purchaser may shall effect either: (1) one or more Whole Loan Transfers; and/or (2) 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 Initial Purchaser, the Seller agrees: (1) to cooperate fully with the Initial Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence procedures procedures, including participating in meetings with rating agencies, bond insurers and such other parties as the Initial Purchaser shall designate and participating in meetings with respect to the preparation (including, but not limited to, the endorsement, delivery, assignment, and execution) prospective purchasers of the Mortgage Loan Documents Loans or interests therein and other related documents, and with respect to servicing requirements providing information reasonably requested by the rating agencies and credit enhancerssuch purchasers; (2) to execute all Reconstitution Agreements Agreements, provided that each of both the Seller and the Initial Purchaser is are given an opportunity to review and reasonably negotiate in good faith the content of such documents not specifically referenced or provided for herein; (3) with respect to any Whole Loan Transfer or Pass-Through Transfer, the Seller shall make the representations and warranties regarding the Seller and and, if such Whole Loan Transfer or Pass-Through Transfer occurs within [twelve (12)] months of the Closing Date or such later period as specified in the Confirmation Letter, the Mortgage Loans set forth in Sections 7.01 and 7.02 herein Loans, as of the date of the Whole Loan Transfer or Pass-Through Transfer, modified to the extent necessary to accurately reflect the pool statistics of the Mortgage Loans as of the date of such Whole Loan Transfer or Pass-Through Transfer and any events or circumstances existing subsequent to the related Closing Date(s)Date; (4) to deliver to the Initial Purchaser for inclusion in any prospectus or other offering material such publicly available information regarding the Seller, its financial condition and its mortgage loan delinquency, foreclosure and loss experience and any additional information requested by the Initial Purchaser, and to deliver to the Initial Purchaser any similar non public, unaudited financial informationinformation (which the Initial Purchaser may, in which case the Purchaser shall bear the cost of having such information at its option and at its cost, have audited by certified public accountants if the Purchaser desires accountants) and such an audit, or other information as is otherwise reasonably requested by the Purchaser and which the Seller is capable of providing without unreasonable effort or expense, and to indemnify the Initial Purchaser and its affiliates for material misstatements contained in such information; (5) to deliver to the Initial Purchaser and to any Person designated by the Initial Purchaser, at the Initial Purchaser's expense, such statements and audit letters of reputable, certified public accountants pertaining to information provided by the Seller pursuant to clause paragraph 4 above as shall be reasonably requested by the Initial Purchaser; (6) to deliver to the Initial Purchaser, and to any Person designated by the Initial Purchaser, such legal documents and in-house Opinions opinions of Counsel counsel as are customarily delivered by originators or servicers, as the case may be, and reasonably determined by the Initial Purchaser to be necessary in connection with Whole Loan Transfers or Pass-Through Transfers, as the case may be, such in-house Opinions opinions of Counsel counsel for a Pass-Through Transfer to be in the a form reasonably acceptable to the Initial Purchaser, 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 Initial Purchaser;; and (7) to negotiate and execute one or more subservicing agreements between cooperate fully with the Seller Initial Purchaser and any master servicer which is generally considered prospective purchaser with respect to be a prudent master servicer in the secondary mortgage market, designated by the Purchaser in its sole discretion after consultation with the Seller and/or one or more custodial and servicing agreements among the Purchaser, the 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 Seller, in either case for the purpose of pooling the Mortgage Loans with other Mortgage Loans for resale or securitization; preparation (8) in connection with any securitization of any Mortgage Loans, to execute a pooling and servicing agreement, which pooling and servicing 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)the endorsement, servicer advances of delinquent scheduled payments of principal delivery, assignment, and interest through liquidation (unless deemed non-recoverableexecution) and prepayment interest shortfalls (to the extent of the monthly servicing fee payable thereto), certain REMIC requirements, 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, Loan Documents and other covenants as are required by the Purchaser and one or more nationally 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. If the Purchaser deems it advisable at any time to pool the Mortgage Loans with other mortgage loans for the purpose of resale or securitization, the Seller agrees to execute one or more subservicing agreements between itself (as servicer) and a master servicer designated by the Purchaser at its sole discretion, and/or one or more servicing agreements among the Seller (as servicer), the Purchaser and a trustee designated by the Purchaser at its sole discretion, such agreements in each case incorporating terms and provisions substantially identical to those described in the immediately preceding paragraph; (9) to transfer the servicing rights to the Purchaser or its designee as described in Section 16 upon the direction of the Purchaser; (10) In the event the Purchaser has elected to have the Seller hold record title to the Mortgages, prior to a Reconstitution Date the Seller or its designee shall prepare an Assignment of Mortgage in blank from the Seller, acceptable to Xxxxxx Mae, Xxxxxxx Mac, 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 Seller shall execute each Assignment of Mortgage, track such Assignments of Mortgage to ensure they have been recorded and deliver them as required by Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party, as the case may be, upon the Seller's receipt thereof. Additionally, the Seller shall prepare and execute, at the direction of the Purchaser, any note endorsements in connection with any and all Reconstitution Agreements; and (11) To indemnify the Purchaser and each affiliate designated by the Purchaser and each Person who controls the Purchaser or such affiliate and hold each of them harmless from and against any losses, damages, 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 in any way related to any information provided by or on behalf of the Seller regarding the Seller, the Seller's servicing practices or performance, the Mortgage Loans or the Seller's underwriting guidelines set forth in any offering document prepared in connection with any Pass-Through Transfer. For purposes of the previous sentence, "Purchaser" shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were "Purchasers" under this Agreement. With respect to any Mortgage Loans sold in a Pass-Through Transfer where the Seller is a servicer, the Seller agrees that on or before March 10th of each year beginning March 10, 2004, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust created in the Pass-Through Transfer, and their officers, directors and affiliates, a certification in the form attached as Exhibit 10 hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the Securities and Exchange Commission with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any), and the trustee, and their respective officers, directors and affiliates, 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 Seller's obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller's obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. With respect to any Mortgage Loans sold in a Pass-Through Transfer, the Purchaser shall cooperate with Terwin to maintain the structure established under this Agreement with respect to the payment of the Servicing Strip and the Subservicing Fee, subject to secondary market standards for securities backed by mortgage loans similar to the Mortgage Loans, REMIC requirements and the requirements of nationally recognized rating agencies. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Pass-Through Transfer shall be subject to this Agreement and shall continue to be serviced for the remainder of the Preliminary Servicing Period in accordance with the terms of this Agreement and with respect thereto this Agreement shall remain in full force and effectdocuments.

Removal of Mortgage Loans from Inclusion under This Agreement Upon. a Whole Loan Transfer or a Pass-Through Transfer on One or More Reconstitution Dates. The Seller and the Initial Purchaser agree that with respect to some or all of the Mortgage Loans, the Initial Purchaser may effect either: (1) one or more Whole Loan Transfers; and/or (2) 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 Initial Purchaser, the Seller agrees: (1) 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; (2) to 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 provided for herein; (3) with respect to any Whole Loan Transfer or Pass-Through Transfer, the Seller shall make the representations and warranties regarding the Seller and the Mortgage Loans set forth in Sections 7.01 and 7.02 herein as of the date of the Whole Loan Transfer or Pass-Through Transfer, modified to the extent necessary to accurately reflect the pool statistics of the Mortgage Loans as of the date of such Whole Loan Transfer or Pass-Through Transfer and any events or circumstances existing subsequent to the related Closing Date(s); (4) to deliver to the Purchaser for inclusion in any prospectus or other offering material such publicly available information regarding the Seller, its financial condition and its mortgage loan delinquency, foreclosure and loss experience and any additional information requested by the Purchaser, and to deliver to the Purchaser any similar non public, unaudited financial information, in which case the Purchaser shall bear the cost of having such information audited by certified public accountants if the Purchaser desires such an audit, or as is otherwise reasonably requested by the Purchaser and which the Seller is capable of providing without unreasonable effort or expense; (5) to deliver to the Purchaser and to any Person designated by the Purchaser, at the Purchaser's expense, such statements and audit letters of reputable, certified public accountants pertaining to information provided by the Seller pursuant to clause 4 above as shall be reasonably requested by the Purchaser; (6) to deliver to the Purchaser, and to any Person designated by the Purchaser, such legal documents and in-house Opinions of Counsel 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 Whole Loan Transfers or Pass-Through Transfers, as the case may be, such in-house Opinions of Counsel for a Pass-Through Transfer to be in the form reasonably acceptable to the Purchaser, 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 Purchaser; (7) to negotiate and execute one or more subservicing agreements between the 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 Seller and/or one or more custodial and servicing agreements among the Purchaser, the 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 Seller, in either case for the purpose of pooling the Mortgage Loans with other Mortgage Loans for resale or securitization; (8) in connection with any securitization of any Mortgage Loans, to execute a pooling and servicing agreement, which pooling and servicing 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), certain REMIC requirements, 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 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. If the Purchaser deems it advisable at any time to pool the Mortgage Loans with other mortgage loans for the purpose of resale or securitization, the Seller agrees to execute one or more subservicing agreements between itself (as servicer) and a master servicer designated by the Purchaser at its sole discretion, and/or one or more servicing agreements among the Seller (as servicer), the Purchaser and a trustee designated by the Purchaser at its sole discretion, such agreements in each case incorporating terms and provisions substantially identical to those described in the immediately preceding paragraph; (9) to transfer the servicing rights to the Purchaser or its designee as described in Section 16 upon the direction of the Purchaser; (10) In the event the Purchaser has elected to have the Seller hold record title to the Mortgages, prior to a Reconstitution Date the Seller or its designee shall prepare an Assignment of Mortgage in blank from the Seller, acceptable to Xxxxxx Mae, Xxxxxxx Mac, 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 Seller shall execute each Assignment of Mortgage, track such Assignments of Mortgage to ensure they have been recorded and deliver them as required by Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party, as the case may be, upon the Seller's receipt thereof. Additionally, the Seller shall prepare and execute, at the direction of the Purchaser, any note endorsements in connection with any and all Reconstitution Agreements; and (11) To indemnify the Purchaser and each affiliate designated by the Purchaser and each Person who controls the Purchaser or such affiliate and hold each of them harmless from and against any losses, damages, 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 in any way related to any information provided by or on behalf of the Seller regarding the Seller, the Seller's servicing practices or performance, the Mortgage Loans or the Seller's underwriting guidelines set forth in any offering document prepared in connection with any Pass-Through Transfer. For purposes of the previous sentence, "Purchaser" shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were "Purchasers" under this Agreement. With respect to any Mortgage Loans sold in a Pass-Through Transfer where the Seller is a servicer, the Seller agrees that on or before March 10th of each year beginning March 10, 2004, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust created in the Pass-Through Transfer, and their officers, directors and affiliates, a certification in the form attached as Exhibit 10 hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the Securities and Exchange Commission with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any), and the trustee, and their respective officers, directors and affiliates, 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 Seller's obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller's obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. With respect to any Mortgage Loans sold in a Pass-Through Transfer, the Purchaser shall cooperate with Terwin to maintain the structure established under this Agreement with respect to the payment of the Servicing Strip and the Subservicing Fee, subject to secondary market standards for securities backed by mortgage loans similar to the Mortgage Loans, REMIC requirements and the requirements of nationally recognized rating agencies. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Pass-Through Transfer shall be subject to this Agreement and shall continue to be serviced for the remainder of the Preliminary Servicing Period 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 Whole Loan Transfer or a Pass-Through Transfer Securitization Transaction on One or More Reconstitution Dates. The Seller and the Initial Purchaser agree that with respect to some or all of the Mortgage Loans, the Initial Purchaser may effect either: (1) one or more Whole Loan Transfers; and/or (2) one or more Pass-Through TransfersSecuritization Transactions. With respect to each Whole Loan Transfer or Pass-Through TransferSecuritization Transaction, as the case may be, entered into by the Initial Purchaser, the Seller agrees: (13) 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; (24) to 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 provided for herein; (35) with respect to any Whole Loan Transfer or Pass-Through TransferSecuritization Transaction, the Seller shall make the representations and warranties regarding the Seller and the Mortgage Loans set forth in Sections 7.01 and 7.02 herein as of the date of the Whole Loan Transfer or Pass-Through TransferSecuritization Transaction, modified to the extent necessary to accurately reflect the pool statistics of the Mortgage Loans as of the date of such Whole Loan Transfer or Pass-Through Transfer Securitization Transaction and any events or circumstances existing subsequent to the related Closing Date(s); (46) to deliver to the Purchaser for inclusion in any prospectus or other offering material such publicly available information regarding the Seller, its financial condition and its mortgage loan delinquency, foreclosure and loss experience and any additional information requested by the Purchaser, and to deliver to the Purchaser any similar non public, unaudited financial information, in which case the Purchaser shall bear the cost of having such information audited by certified public accountants if the Purchaser desires such an audit, or as is otherwise reasonably requested by the Purchaser and which the Seller is capable of providing without unreasonable effort or expense; (57) to deliver to the Purchaser and to any Person designated by the Purchaser, at the Purchaser's expense, such statements and audit letters of reputable, certified public accountants pertaining to information provided by the Seller pursuant to clause 4 above as shall be reasonably requested by the Purchaser; (6) 8) to deliver to the Purchaser, and to any Person designated by the Purchaser, such legal documents and in-house Opinions of Counsel 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 Whole Loan Transfers or Pass-Through TransfersSecuritization Transactions, as the case may be, such in-house Opinions of Counsel for a Pass-Through Transfer Securitization Transaction to be in the form reasonably acceptable to the Purchaser, 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 TransferSecuritization Transaction, as the case may be, shall be the responsibility of the Purchaser; (79) to negotiate and execute one or more subservicing agreements between the 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 Seller and/or one or more custodial and servicing agreements among the Purchaser, the 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 Seller, in either case for the purpose of pooling the Mortgage Loans with other Mortgage Loans for resale or securitization; (8) 10) in connection with any securitization of any Mortgage Loans, to execute a pooling and servicing agreement, which pooling and servicing 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), certain REMIC requirements, 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 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. If the Purchaser deems it advisable at any time to pool the Mortgage Loans with other mortgage loans for the purpose of resale or securitization, the Seller agrees to execute one or more subservicing agreements between itself (as servicer) and a master servicer designated by the Purchaser at its sole discretion, and/or one or more servicing agreements among the Seller (as servicer), the Purchaser and a trustee designated by the Purchaser at its sole discretion, such agreements in each case incorporating terms and provisions substantially identical to those described in the immediately preceding paragraph; (911) to transfer the servicing rights to the Purchaser or its designee as described in Section 16 upon the direction of the Purchaser; (1012) In the event the Purchaser has elected to have the Seller hold record title to the Mortgages, prior to a Reconstitution Date the Seller or its designee shall prepare an Assignment of Mortgage in blank from the Seller, acceptable to Xxxxxx MaeXxx, Xxxxxxx Mac, 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 Securitization Transaction and shall pay all preparation and recording costs associated therewith. The Seller shall execute each Assignment of Mortgage, track such Assignments of Mortgage to ensure they have been recorded and deliver them as required by Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party, as the case may be, upon the Seller's receipt thereof. Additionally, the Seller shall prepare and execute, at the direction of the Purchaser, any note endorsements in connection with any and all Reconstitution Agreements; and (1113) To indemnify the Purchaser and each affiliate designated by the Purchaser and each Person who controls the Purchaser or such affiliate and hold each of them harmless from and against any losses, damages, 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 in any way related to any information provided by or on behalf of the Seller regarding the Seller, the Seller's servicing practices or performance, the Mortgage Loans or the Seller's underwriting guidelines set forth in any offering document prepared in connection with any Pass-Through TransferSecuritization Transaction. For purposes of the previous sentence, "Purchaser" shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were "Purchasers" under this Agreement. With respect to any Mortgage Loans sold in a Pass-Through Transfer where the Seller is a servicer, the Seller agrees that on or before March 10th of each year beginning March 10, 2004, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust created in the Pass-Through Transfer, and their officers, directors and affiliates, a certification in the form attached as Exhibit 10 hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the Securities and Exchange Commission with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any), and the trustee, and their respective officers, directors and affiliates, 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 Seller's obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller's obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. With respect to any Mortgage Loans sold in a Pass-Through Transfer, the Purchaser shall cooperate with Terwin to maintain the structure established under this Agreement with respect to the payment of the Servicing Strip and the Subservicing Fee, subject to secondary market standards for securities backed by mortgage loans similar to the Mortgage Loans, REMIC requirements and the requirements of nationally recognized rating agencies. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Pass-Through Transfer Securitization Transaction shall be subject to this Agreement and shall continue to be serviced for the remainder of the Preliminary Servicing Period 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 Whole Loan Transfer or a Pass-Through Transfer Securitization Transaction on One or More Reconstitution Dates. The Seller and the Initial Purchaser agree that with respect to some or all of the Mortgage Loans, the Initial Purchaser may effect either: (1) one or more Whole Loan Transfers; and/or (2) one or more Pass-Through TransfersSecuritization Transactions. With respect to each Whole Loan Transfer or Pass-Through TransferSecuritization Transaction, as the case may be, entered into by the Initial Purchaser, the Seller agrees: (1) to cooperate fully with the Purchaser and any prospective purchaser 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 Purchaser shall designate and participating in meetings with respect to the preparation (including, but not limited to, the endorsement, delivery, assignment, and execution) prospective purchasers of the Mortgage Loan Documents Loans or interests therein and other related documents, and with respect to servicing requirements providing information reasonably requested by the rating agencies and credit enhancerssuch purchasers; (2) to 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 provided for herein; (3) with respect to any Whole Loan Transfer or Pass-Through Transfer, the Seller shall make the representations and warranties regarding the Seller and the Mortgage Loans set forth in Sections 7.01 and 7.02 herein as of the date of the Whole Loan Transfer or Pass-Through Transfer, modified to the extent necessary to accurately reflect the pool statistics of the Mortgage Loans as of the date of such Whole Loan Transfer or Pass-Through Transfer and any events or circumstances existing subsequent to the related Closing Date(s); (4) to deliver to the Purchaser for inclusion in any prospectus or other offering material such publicly available information regarding the Seller, its financial condition and its mortgage loan delinquency, foreclosure and loss experience and any additional information requested by the Purchaser, and to deliver to the Purchaser any similar non public, unaudited financial information, in which case the Purchaser shall bear the cost of having such information audited by certified public accountants if the Purchaser desires such an audit, or as is otherwise reasonably requested by the Purchaser and which the Seller is capable of providing without unreasonable effort or expense, and to indemnify the Purchaser and its affiliates for material misstatements or omissions contained (i) in such information and (ii) on the Final Mortgage Loan Schedule; (53) to deliver to the Purchaser and to any Person designated by the Purchaser, at the Purchaser's expense, such statements and audit letters of reputable, certified public accountants pertaining to information provided by the Seller pursuant to clause 4 2 above as shall be reasonably requested by the Purchaser;; and (64) to deliver to the Purchaser, and to any Person designated by the Purchaser, such legal documents and in-house Opinions of Counsel 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 Whole Loan Transfers or Pass-Through TransfersSecuritization Transactions, as the case may be, such in-house Opinions of Counsel for a Pass-Through Transfer Securitization Transaction to be in the form reasonably acceptable to the Purchaser, 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 TransferSecuritization Transaction, as the case may be, shall be the responsibility of the Purchaser; (7) to negotiate and execute one or more subservicing agreements between the 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 Seller and/or one or more custodial and servicing agreements among the Purchaser, the 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 Seller, in either case for the purpose of pooling the Mortgage Loans with other Mortgage Loans for resale or securitization; (8) in connection with any securitization of any Mortgage Loans, to execute a pooling and servicing agreement, which pooling and servicing 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), certain REMIC requirements, 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 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. If the Purchaser deems it advisable at any time to pool the Mortgage Loans with other mortgage loans for the purpose of resale or securitization, the Seller agrees to execute one or more subservicing agreements between itself (as servicer) and a master servicer designated by the Purchaser at its sole discretion, and/or one or more servicing agreements among the Seller (as servicer), the Purchaser and a trustee designated by the Purchaser at its sole discretion, such agreements in each case incorporating terms and provisions substantially identical to those described in the immediately preceding paragraph; (9) to transfer the servicing rights to the Purchaser or its designee as described in Section 16 upon the direction of the Purchaser; (10) In the event the Purchaser has elected to have the Seller hold record title to the Mortgages, prior to a Reconstitution Date the Seller or its designee shall prepare an Assignment of Mortgage in blank from the Seller, acceptable to Xxxxxx Mae, Xxxxxxx Mac, 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 Seller shall execute each Assignment of Mortgage, track such Assignments of Mortgage to ensure they have been recorded and deliver them as required by Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party, as the case may be, upon the Seller's receipt thereof. Additionally, the Seller shall prepare and execute, at the direction of the Purchaser, any note endorsements in connection with any and all Reconstitution Agreements; and (11) To indemnify the Purchaser and each affiliate designated by the Purchaser and each Person who controls the Purchaser or such affiliate and hold each of them harmless from and against any losses, damages, 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 in any way related to any information provided by or on behalf of the Seller regarding the Seller, the Seller's servicing practices or performance, the Mortgage Loans or the Seller's underwriting guidelines set forth in any offering document prepared in connection with any Pass-Through Transfer. For purposes of the previous sentence, "Purchaser" shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were "Purchasers" under this Agreement. With respect to any Mortgage Loans sold in a Pass-Through Transfer where the Seller is a servicer, the Seller agrees that on or before March 10th of each year beginning March 10, 2004, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust created in the Pass-Through Transfer, and their officers, directors and affiliates, a certification in the form attached as Exhibit 10 hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the Securities and Exchange Commission with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any), and the trustee, and their respective officers, directors and affiliates, 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 Seller's obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller's obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. With respect to any Mortgage Loans sold in a Pass-Through Transfer, the Purchaser shall cooperate with Terwin to maintain the structure established under this Agreement with respect to the payment of the Servicing Strip and the Subservicing Fee, subject to secondary market standards for securities backed by mortgage loans similar to the Mortgage Loans, REMIC requirements and the requirements of nationally recognized rating agencies. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Pass-Through Transfer shall be subject to this Agreement and shall continue to be serviced for the remainder of the Preliminary Servicing Period 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 Whole an Agency Transfer, Whole-Loan Transfer or a Pass-Through Transfer 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 so requests by 15 days' advance written notice to the related Seller or Sellers (it is agreed that electronic mail shall be considered valid notification if not followed by verbal communication by the Purchaser to the related Seller or Sellers), in re-selling the Mortgage Loans in (i) an Agency Transfer, (ii) a Whole Loan Transfer or (iii) a Securitization Transaction (each, a "Sale") in each case retaining the Servicer as the servicer or subservicer thereof, or as applicable the "seller/servicer." Unless otherwise agreed to between the Purchaser and the Initial Purchaser agree that with respect to some or all of the Mortgage LoansServicer, the Initial Purchaser may effect eithershall give the Servicer 15 days notice of any Sale. The Servicer shall cooperate with the Purchaser in connection with each Sale in accordance with this Section. In connection therewith the Servicer shall: (1) one negotiate in good faith and timely execute any Reconstitution Agreements, required by Purchaser to effectuate the foregoing; provided such agreements create no materially greater obligation or more Whole Loan Transfers; and/orcost on the part of the Servicer than otherwise set forth in this Agreement; (2) one 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 more Pass-Through Transfersguarantee on the Mortgage Loans. With The Servicer also agrees to represent the accuracy of any information provided to the Purchaser by the Servicer for inclusion in any prospectus supplement, offering 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 each Whole Servicer's Mortgage Loan Transfer portfolio and appropriate verification of information which may be reasonably available to the Servicer, whether through letters of its auditors and counsel or Pass-Through Transferotherwise, as the Purchaser shall request; (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 be distributed to potential investors in connection with a Sale with respect to the Mortgage Loans, and certificates of public officials or officers of the Servicer as are reasonably believed necessary by the trustee, any Rating Agency, the Purchaser, as the case may be, entered into by the Initial Purchaser, the Seller agrees: (1) to cooperate fully in connection with such Sale. The Purchaser shall pay all third party costs associated 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; (2) to 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 provided for herein; (3) with respect to any Whole Loan Transfer or Pass-Through Transfer, the Seller shall make the representations and warranties regarding the Seller and the Mortgage Loans set forth in Sections 7.01 and 7.02 herein as of the date of the Whole Loan Transfer or Pass-Through Transfer, modified to the extent necessary to accurately reflect the pool statistics of the Mortgage Loans as of the date of such Whole Loan Transfer or Pass-Through Transfer and any events or circumstances existing subsequent to the related Closing Date(s)information; (4) to deliver to the Purchaser for inclusion in enter into any prospectus other servicing, custodial or other offering material such publicly available information regarding similar agreements, that are consistent with the Seller, its financial condition and its mortgage loan delinquency, foreclosure and loss experience and any additional information requested by the Purchaserprovisions of this Agreement, and to deliver to the Purchaser any similar non public, unaudited financial information, which contain such provisions as are customary in which case the Purchaser shall bear the cost of having such information audited by certified public accountants if the Purchaser desires such an audit, or as is otherwise reasonably requested by the Purchaser and which the Seller is capable of providing without unreasonable effort or expensesecuritizations rated "AAA" (including a securitization involving a REMIC); (5) to deliver 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 Purchaser 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 necessary to any Person designated by the Purchaser, make such representations and warranties accurate at the Purchaser's expense, time of such statements and audit letters of reputable, certified public accountants pertaining to information provided by the Seller pursuant to clause 4 above as shall be reasonably requested by the Purchaserrestatement; (6) to deliver to the Purchaser, and to any Person designated by the Purchaser, provide such legal documents and in-house Opinions opinions of Counsel counsel as are customarily delivered by originators or servicerscustomary in such transactions, as the case may beprovided, and reasonably determined by the Purchaser to be necessary in connection with Whole Loan Transfers or Pass-Through Transfershowever, as the case may be, such in-house Opinions of Counsel for a Pass-Through Transfer to be in the form reasonably acceptable to the Purchaser, it being understood that the cost of any opinions opinion 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 provided at Purchaser's expense; (7) to negotiate execute, deliver and execute one or more subservicing agreements between the Seller and satisfy all conditions set forth in any master servicer which is generally considered to be a prudent master servicer in the secondary mortgage market, designated indemnity agreement required by the Purchaser or any participant in its sole discretion after consultation with such Sale, including, without limitation, an Indemnification and Contribution Agreement in substantially the Seller and/or one or more custodial and servicing agreements among the Purchaser, the 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 Seller, in either case for the purpose of pooling the Mortgage Loans with other Mortgage Loans for resale or securitization;form attached hereto as Exhibit 13; and (8) provide Xxxxxxxx-Xxxxx certification in the form of Exhibit 11. In connection with any securitization a Securitization Transaction, the Purchaser may be required to engage a master servicer or trustee to determine the allocation of any Mortgage Loans, payments to execute a pooling and servicing agreement, which pooling and servicing agreement maymake remittances to the certificateholders, at the Purchaser's direction, contain contractual provisions including, but not limited to, sole cost and expense. In the event that a 24-day certificate payment delay (54-day total payment delay), master servicer advances or trustee is requested by the Purchaser to determine the allocation of delinquent scheduled payments of principal and interest through liquidation (unless deemed non-recoverable) and prepayment interest shortfalls (to make remittances to the extent of certificateholders, the monthly servicing fee payable thereto), certain REMIC requirements, servicing and mortgage loan representations and warranties which in form and substance conform Servicer agrees to the representations and warranties in this Agreement and to secondary market standards for securities backed by mortgage loans similar to service the Mortgage Loans in accordance with the reasonable and customary requirements of such provisions with regard Securitization Transaction, which may include the Servicer's acting as a subservicer in a master servicing arrangement. With respect to servicing responsibilities, investor reporting, segregation and deposit of principal and interest payments, custody the then owners of the Mortgage Loans, and other covenants as are required by the Purchaser and one or more nationally 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. If the Purchaser deems it advisable at any time to pool the Mortgage Loans Servicer shall thereafter deal solely with other mortgage loans for the purpose of resale or securitization, the Seller agrees to execute one or more subservicing agreements between itself (as servicer) and a such master servicer designated by the Purchaser at its sole discretion, and/or one or more servicing agreements among the Seller (as servicer), the Purchaser and a trustee designated by the Purchaser at its sole discretion, such agreements in each case incorporating terms and provisions substantially identical to those described in the immediately preceding paragraph; (9) to transfer the servicing rights to the Purchaser or its designee as described in Section 16 upon the direction of the Purchaser; (10) In the event the Purchaser has elected to have the Seller hold record title to the Mortgages, prior to a Reconstitution Date the Seller or its designee shall prepare an Assignment of Mortgage in blank from the Seller, acceptable to Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third partytrustee, as the case may be, for each be with respect to such Mortgage Loan that is part of a Whole-Loan Transfer or Pass-Through Transfer Loans which are subject to the Securitization Transaction and shall pay all preparation and recording costs associated therewithnot be required to deal with any other party with respect to such Mortgage Loans. The Seller cost of such Securitization Transaction shall execute each Assignment of Mortgagebe borne by the Purchaser, track such Assignments of Mortgage to ensure they have been recorded and deliver them as required by Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party, as the case may be, upon other than the Seller's receipt thereofoverhead or employees' salaries. Additionally, the Seller The Servicer shall prepare and execute, at the direction of the Purchaser, any note endorsements in connection with any and all Reconstitution Agreements; and (11) To indemnify the Purchaser and each affiliate designated by the Purchaser and each Person who controls the Purchaser or such affiliate Indemnified Party and 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 in arising from any way related false statements or omissions with respect to any information provided by or on behalf of the Seller regarding the Seller, the Seller's servicing practices or performance, the Mortgage Loans or the Seller's underwriting guidelines set forth in any offering document prepared Servicer in connection with any Pass-Through TransferSale. For purposes In the event the Purchaser has elected to have the Servicer hold record title to the Mortgages, prior to a Reconstitution Date the Servicer or its designee shall prepare an Assignment of the previous sentenceMortgage in blank from the Servicer, "Purchaser" shall mean acceptable to Xxxxxx Mae or Xxxxxxx Mac, as applicable, the Person then acting trustee or such third party, as the Purchaser under this Agreement case may be, for each Mortgage Loan that is part of a Sale and shall pay all preparation and recording costs associated therewith. The Servicer shall execute each Assignment of the Mortgage, track such Assignments of the Mortgage to ensure they have been recorded and deliver them as required by Xxxxxx Mae or Xxxxxxx Mac, as applicable, 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 of the Purchaser, any note endorsements in connection with any and all Persons who previously were "Purchasers" under 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 Pass-Through Transfer Securitization Transaction where the Seller is a Servicer remains as the servicer, the Seller Servicer agrees that on or before March 10th of 1st each year beginning March 10, 2004following the year such Securitization Transaction occurs, the Seller Servicer shall deliver to the depositor, the master servicer (if any) depositor and the trustee for the securitization trust created in the Pass-Through Transfer, and their officers, directors and affiliatestrustee, a certification in the form attached as Exhibit 10 11 hereto, executed by the a senior officer of the Servicer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the Securities and Exchange Commission with respect to the securitization trust. The Seller 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 depositor, the master servicer (if any), and the trustee, and their respective officers, directors and affiliates, 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 SellerServicer's obligations under this paragraph or any the Servicer's material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If Notwithstanding any provisions of this Agreement to the indemnification provided for contrary, all Mortgage Loans sold or transferred to Xxxxxx Mae or Xxxxxxx Mac shall be serviced in accordance with the preceding sentence is unavailable Xxxxxx Mae Guide or insufficient the Xxxxxxx Mac Servicing Guide, as applicable, as the same may be amended from time to hold harmless any indemnified party, then the Seller time. The Servicer further agrees that it shall contribute to will service the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller's obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. With respect to any related Mortgage Loans sold in a Pass-Through Transfer, the Purchaser shall cooperate with Terwin to maintain the structure established under this Agreement with respect to the payment of the Servicing Strip and the Subservicing Fee, subject to secondary market standards for securities backed by mortgage loans similar to the Mortgage Loans, REMIC requirements and the requirements of nationally recognized rating agencies. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Pass-Through Transfer shall be subject to this Agreement and shall continue to be serviced for the remainder of the Preliminary Servicing Period in accordance with the terms of this Agreement any Xxxxxx Mae or Xxxxxxx Mac requirements which are in addition to those set forth in the Xxxxxx Mae Guide or the Xxxxxxx Mac Servicing Guide. The Servicer acknowledges that the Purchaser may from to time sell or transfer certain of the Mortgage Loans to Xxxxxx Mae and/ or Xxxxxxx Mac or deliver certain securities secured by the Mortgage Loans to Xxxxxx Mae or Xxxxxxx Mac to be guaranteed. In the event such sale or delivery occurs, the Servicer agrees that it shall deliver to Xxxxxx Mae or Xxxxxxx Mac, all reports, certificates, and other documentation required by each such agency and that it shall remit to Xxxxxx Mae or Xxxxxxx Mac, as applicable, all amounts required to be remitted in accordance with respect thereto this Agreement shall remain such agency's guaranty program. The Purchaser and the Servicer agree that any Mortgage Loans sold by the Purchaser to Xxxxxx Mae, will be managed in full force accordance with the Process Guidelines 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 Xxxxxx Xxx Guide and effectAccepted Servicing Practices.