Common use of Removal of Mortgage Loans from Inclusion Clause in Contracts

Removal of Mortgage Loans from Inclusion. Under this Agreement Upon a Pass-Through Transfer on One or More Reconstitution Dates. The Purchaser and the Company agree that with respect to some or all of the Mortgage Loans, from time to time the Purchaser shall effect a Whole Loan Transfer, a Pass-Through Transfer or an Agency Transfer, retaining the Company as the servicer thereof, or as applicable the "seller/servicer". On the related Reconstitution Date, the Mortgage Loans transferred shall cease to be covered by this Agreement. The Company shall cooperate with the Purchaser in connection with any Transfer contemplated by the Purchaser pursuant to this Section 7.01. In that connection, the Company shall (a) execute any Reconstitution Agreement within a reasonable period of time after receipt of any Reconstitution Agreement which time shall be sufficient for the Company and Company's counsel to review such Reconstitution Agreement, but such time shall not exceed ten (10) Business Days after such receipt, and (b) provide to the trustee or a third party purchaser, subject to any Reconstitution Agreement and/or the Purchaser: (i) any and all information and appropriate verification of information which may be reasonably available to the Company, whether through letters of its auditors (the reasonable out-of-pocket cost of which shall be borne by the Purchaser) and counsel or otherwise, as the Purchaser shall reasonably request; (ii) restate each of the representations and warranties set forth in the Section 3.01 as of the Closing Date, and (iii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Company as are reasonably believed necessary by the trustee, such third party purchaser, any master servicer, any rating agency or the Purchaser, as the case may be, in connection with such transactions; provided, however, that these items shall not be more onerous than such similar items set forth herein. The Assignments of Mortgage are generally required to be recorded by or on behalf of the Company in the appropriate offices for real property records; provided however, the Company shall not cause to be recorded any Assignment which relates to a Mortgage Loan in a jurisdiction where either the Rating Agencies (in the case of Agency or Pass-Through Transfers) or purchasers (in the case of Whole Loan Transfers) do not require recordation; provided further, however, notwithstanding the foregoing, upon the occurrence of certain events set forth in the pooling agreement (in the case of and Agency or Pass-Through Transfer), each such assignment of Mortgage shall be recorded by the master servicer or the trustee as set forth in the Reconstitution Agreement. Any costs associated with the recording of such Assignments of Mortgage and other relevant documents will be borne by the Company. In the event that Purchaser sells any Mortgage Loans in a Whole Loan Transfer and the subsequent purchaser requests recorded Assignments of Mortgage, the Company, shall at its expense cause to be recorded any Assignments of Mortgage. All Mortgage Loans not sold or transferred pursuant to a Pass-Through Transfer and any Mortgage Loans repurchased by the Purchaser pursuant to Section 7.02 hereof, shall be subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto this Agreement shall remain in full force and effect. The Purchaser shall pay the Seller's reasonable legal fees for the review of any matters related to a Transfer or Reconstitution Agreement and shall reimburse the Company for any out-of-pocket expenses incurred in connection with entering into any Reconstitution Agreement.

Removal of Mortgage Loans from Inclusion. Under this Agreement Upon a Pass-Through Transfer on One or More Reconstitution Dates. The Purchaser and the Company agree that with respect to some or all of the Mortgage Loans, from time to time the Purchaser shall effect a Whole Loan Transfer, a Pass-Through Transfer or an Agency Transfer, retaining the Company as the servicer thereof, or as applicable the "“seller/servicer"”. On the related Reconstitution Date, the Mortgage Loans transferred shall cease to be covered by this Agreement. The Company shall cooperate with the Purchaser in connection with any Transfer contemplated by the Purchaser pursuant to this Section 7.01. In that connection, the Company shall (a) execute any Reconstitution Agreement within a reasonable period of time after receipt of any Reconstitution Agreement which time shall be sufficient for the Company and Company's ’s counsel to review such Reconstitution Agreement, but such time shall not exceed ten (10) Business Days after such receipt, and (b) provide to the trustee or a third party purchaser, subject to any Reconstitution Agreement and/or the Purchaser: (i) any and all information and appropriate verification of information which may be reasonably available to the Company, whether through letters of its auditors (the reasonable out-of-pocket cost of which shall be borne by the Purchaser) and counsel or otherwise, as the Purchaser shall reasonably request; (ii) restate each of the representations and warranties set forth in the Section 3.01 as of the Closing Date, and (iii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Company as are reasonably believed necessary by the trustee, such third party purchaser, any master servicer, any rating agency or the Purchaser, as the case may be, in connection with such transactions; provided, however, that these items shall not be more onerous than such similar items set forth herein, and (c) to deliver to Purchaser and any prospective purchaser within three (3) Business Days after request by Purchaser or prospective purchaser, information, in form and substance satisfactory to Purchaser and such prospective purchaser, with respect to each originator of the Mortgage Loans (x) reasonably requested by the Purchaser or (y) required by Item 1110 of Regulation AB under the Securities Act and the Securities Exchange Act, which as of the date hereof requires the following information: (i) the originator’s form of organization; and (ii) a description of the originator’s origination program and how long the originator has been engaged in originating residential mortgage loans, which description must include a discussion of the originator’s experience in originating mortgage loans of the same type as the Mortgage Loans and information regarding the size and composition of the originator’s origination portfolio as well as information that may be material, in the good faith judgment of the Purchaser, to an analysis of the performance of the Mortgage Loans, such as the originators’ credit-granting or underwriting criteria for mortgage loans of the same type as the Mortgage Loans; and (d) to deliver to the Purchaser and any prospective purchaser within three (3) Business Days after request by Purchaser, Static Pool Information with respect to those mortgage loans that were originated by the originator of the Mortgage Loans and which are of the same type as the Mortgage Loans, which as of the date hereof require Static Pool Information regarding delinquencies, cumulative losses and prepayments by vintage origination year or prior securitized pools, as applicable. A vintage origination year represents mortgage loans originated during the same year. Such Static Pool Information shall be for the prior five years or for so long as the originator has been originating (in the case of data by vintage origination year) or securitizing (in the case of data by prior securitized pools) such mortgage loans, if originating for less than five years. The Static Pool Information for each vintage origination year or prior securitized pool, as applicable, shall be presented in monthly increments over the life of the mortgage loans included in the vintage origination year or prior securitized pool. The Assignments of Mortgage are generally required to be recorded by or on behalf of the Company in the appropriate offices for real property records; provided however, the Company shall not cause to be recorded any Assignment which relates to a Mortgage Loan in a jurisdiction where either the Rating Agencies (in the case of Agency or Pass-Through Transfers) or purchasers (in the case of Whole Loan Transfers) do not require recordation; provided further, however, notwithstanding the foregoing, upon the occurrence of certain events set forth in the pooling agreement (in the case of and Agency or Pass-Through Transfer), each such assignment of Mortgage shall be recorded by the master servicer or the trustee as set forth in the Reconstitution Agreement. Any costs associated with the recording of such Assignments of Mortgage and other relevant documents will be borne by the Company. In the event that Purchaser sells any Mortgage Loans in a Whole Loan Transfer and the subsequent purchaser requests recorded Assignments of Mortgage, the Company, shall at its expense cause to be recorded any Assignments of Mortgage. All Mortgage Loans not sold or transferred pursuant to a Pass-Through Transfer and any Mortgage Loans repurchased by the Purchaser pursuant to Section 7.02 hereof, shall be subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto this Agreement shall remain in full force and effect. The Purchaser shall pay the Seller's ’s reasonable legal fees for the review of any matters related to a Transfer or Reconstitution Agreement and shall reimburse the Company for any out-of-pocket expenses incurred in connection with entering into any Reconstitution Agreement.. In connection with any Securitization Transfer, the Servicer shall, if requested by the Purchaser or its designee, deliver to the Purchaser or its designee within three (3) Business Days after such request information, in form and substance satisfactory to the Purchaser or such designee, with respect to such Servicer information reasonably requested by the Purchaser or its designee and the information set forth under Item 1108(b) and 1108(c) of Regulation AB (collectively, the “Servicer Information”), which as of the date hereof includes:

Removal of Mortgage Loans from Inclusion. Under this Agreement Upon a PassWhole-Through Loan Transfer or a Securitization Transaction on One or More Reconstitution Dates. The Purchaser and the Company agree that with respect to some or all of the Mortgage Loans, from time to time time, the Purchaser shall may effect a Whole Loan Transfer, a Pass-Through Transfer or an Agency Transfer, Reconstitution in each case retaining the Company as the servicer thereof, or as applicable the "“seller/servicer".” The Company’s obligations set forth in this Section 7.01 shall apply only to each Reconstitution of ten (10) or more Mortgage Loans, unless otherwise agreed to by the Company and the Purchaser. On The Company agrees to execute in connection with any Whole Loan Transfer to Xxxxxx Mae or Xxxxxxx Mac, any and all reasonably acceptable pool purchase contracts, and/or agreements among the related Reconstitution DatePurchaser, the Mortgage Loans transferred Seller, Xxxxxx Mae or Xxxxxxx Mac (as the case may be) and any servicer in connection with a Whole Loan Transfer, a seller’s warranties and servicing agreement or a participation and servicing agreement in form and substance reasonably acceptable to the parties, and in connection with a Securitization Transaction, a pooling and servicing agreement in form and substance reasonably acceptable to the parties or an Assignment and Recognition Agreement substantially in the form attached hereto as Exhibit P (collectively, the agreements referred to herein are designated, the “Reconstitution Agreements”), together with an opinion of counsel with respect to such Reconstitution Agreements. Unless otherwise agreed to between the Purchaser and the Company, the Purchaser shall cease to be covered by this Agreementgive the Company 15 days notice of any Reconstitution. The Company shall cooperate with the Purchaser in connection with any Transfer contemplated by the Purchaser pursuant to each Reconstitution in accordance with this Section 7.01. In that connection, connection therewith the Company shall (a) execute any Reconstitution Agreement within a reasonable period of time after receipt of any Reconstitution Agreement which time shall be sufficient for the Company and Company's counsel to review such Reconstitution Agreement, but such time shall not exceed ten (10) Business Days after such receipt, and (b) provide to the trustee or a third party purchaser, subject to any Reconstitution Agreement and/or the Purchaser: (i) any and all information and appropriate verification of information which may be reasonably available to the Company, whether through letters of its auditors (the reasonable out-of-pocket cost of which shall be borne by the Purchaser) and counsel or otherwise, as the Purchaser shall reasonably request; (ii) restate each of the representations and warranties set forth in the Section 3.01 as of the Closing Date, and (iii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Company as are reasonably believed necessary by the trustee, such third party purchaser, any master servicer, any rating agency or the Purchaser, as the case may be, in connection with such transactions; provided, however, that these items shall not be more onerous than such similar items set forth herein. The Assignments of Mortgage are generally required to be recorded by or on behalf of the Company in the appropriate offices for real property records; provided however, the Company shall not cause to be recorded any Assignment which relates to a Mortgage Loan in a jurisdiction where either the Rating Agencies (in the case of Agency or Pass-Through Transfers) or purchasers (in the case of Whole Loan Transfers) do not require recordation; provided further, however, notwithstanding the foregoing, upon the occurrence of certain events set forth in the pooling agreement (in the case of and Agency or Pass-Through Transfer), each such assignment of Mortgage shall be recorded by the master servicer or the trustee as set forth in the Reconstitution Agreement. Any costs associated with the recording of such Assignments of Mortgage and other relevant documents will be borne by the Company. In the event that Purchaser sells any Mortgage Loans in a Whole Loan Transfer and the subsequent purchaser requests recorded Assignments of Mortgage, the Company, shall at its expense cause to be recorded any Assignments of Mortgage. All Mortgage Loans not sold or transferred pursuant to a Pass-Through Transfer and any Mortgage Loans repurchased by the Purchaser pursuant to Section 7.02 hereof, shall be subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto this Agreement shall remain in full force and effect. The Purchaser shall pay the Seller's reasonable legal fees for the review of any matters related to a Transfer or Reconstitution Agreement and shall reimburse the Company for any out-of-pocket expenses incurred in connection with entering into any Reconstitution Agreement.shall:

Removal of Mortgage Loans from Inclusion. Under this Agreement Upon a PassUNDER THIS AGREEMENT UPON A WHOLE LOAN TRANSFER OR A PASS-Through Transfer on One or More Reconstitution DatesTHROUGH TRANSFER. The Purchaser Servicer acknowledges and the Company agree Owner agrees that with respect to some or all of the Mortgage Loans, from time to time the Purchaser shall Owner may effect a either Whole Loan Transfer, a Transfers or Pass-Through Transfers. The Servicer shall cooperate with the Owner in connection with any Whole Loan Transfer or Pass-Through Transfer or an Agency Transfer, retaining the Company as the servicer thereof, or as applicable the "seller/servicer". On the related Reconstitution Date, the Mortgage Loans transferred shall cease to be covered by this Agreement. The Company shall cooperate with the Purchaser in connection with any Transfer contemplated by the Purchaser Owner pursuant to this Section 7.01Section. In that connectionconnection therewith, and without limitation, the Company Owner shall (a) deliver any reconstitution agreement or other document related to the Whole Loan Transfer or Pass-Through Transfer to the Servicer prior to such transfer and the Servicer shall execute any Reconstitution Agreement within a reasonable period of time after receipt of any Reconstitution Agreement such reconstitution agreement which time shall be sufficient for the Company and Company's counsel contains provisions substantially similar to review such Reconstitution Agreement, but such time shall not exceed ten (10) Business Days after such receipt, and (b) provide those herein or otherwise reasonably acceptable to the trustee or a third party purchaser, subject to any Reconstitution Agreement and/or Owner and the Purchaser: (i) any Servicer and all information and appropriate verification of information which may be reasonably available to the Company, whether through letters of its auditors (the reasonable out-of-pocket cost of which shall be borne by the Purchaser) and counsel or otherwise, as the Purchaser shall reasonably request; (ii) restate each of restates the representations and warranties set forth contained in the Section 3.01 Article III as of the Closing Datedate of transfer (except to the extent any such representation or warranty is not accurate on such date); provided, however, that Servicer agrees that any such reconstitution agreement in connection with a Whole Loan Transfer to Fannie Mae will be reasonably acceptable to the Servicer if it obligatxx xxx Servicer to service the Mortgage Loans identified therein and to remit and report, all in accordance with the Fannie Mae Guide. In connection with this Section 10.02, the Xxxxxcxx agrees to deliver to the Owner for inclusion in any prospectus or other offering material such publicly available information regarding the Servicer, its financial condition and its mortgage loan delinquency, foreclosure and loss experience and any additional information requested by the Owner, and (iii) to deliver to the Owner any similar non public, unaudited financial information, in which case the Owner shall bear the cost of having such additional representationsinformation audited by certified public accountants if the Owner desires such an audit, warranties, covenants, opinions or as is otherwise reasonably requested by the Owner and which the Servicer is capable of counsel, letters from auditorsproviding without unreasonable effort or expense, and certificates to indemnify the Owner and its affiliates for material misstatements or omissions contained in such information; to deliver to the Owner and to any Person designated by the Owner, at the Owner's expense, such statements and audit letters of reputable, certified public officials or officers accountants pertaining to information provided by the Servicer pursuant to the preceding clause as shall be reasonably requested by the Owner; and to deliver to the Owner, and to any Person designated by the Owner, such legal documents and in-house Opinions of the Company Counsel as are reasonably believed necessary customarily delivered by the trustee, such third party purchaser, any master servicer, any rating agency originators or the Purchaserservicers, as the case may be, and reasonably determined by the Owner to be necessary in connection with such transactions; provided, however, that these items shall not be more onerous than such similar items set forth herein. The Assignments of Mortgage are generally required to be recorded by or on behalf of the Company in the appropriate offices for real property records; provided however, the Company shall not cause to be recorded any Assignment which relates to a Mortgage Loan in a jurisdiction where either the Rating Agencies (in the case of Agency or Pass-Through Transfers) or purchasers (in , as the case may be, such in-house Opinions of Whole Loan Transfers) do not require recordation; provided further, however, notwithstanding the foregoing, upon the occurrence of certain events set forth in the pooling agreement (in the case of and Agency or Counsel for a Pass-Through Transfer)Transfer to be in the form reasonably acceptable to the Owner, each such assignment it being understood that the cost of Mortgage any opinions of outside special counsel that may be required for a Pass-Through Transfer shall be recorded by the master servicer or responsibility of the trustee as set forth in the Reconstitution Agreement. Any costs associated with the recording of such Assignments of Mortgage and other relevant documents will be borne by the Company. In the event that Purchaser sells any Mortgage Loans in a Whole Loan Transfer and the subsequent purchaser requests recorded Assignments of Mortgage, the Company, shall at its expense cause to be recorded any Assignments of MortgageOwner. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Pass-Through Transfer and any Mortgage Loans repurchased by the Purchaser pursuant to Section 7.02 hereof, shall be subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto this Agreement shall remain in full force and effect. The Purchaser shall pay the Seller's reasonable legal fees for the review of any matters related to a Transfer or Reconstitution Agreement and shall reimburse the Company for any out-of-pocket expenses incurred in connection with entering into any Reconstitution Agreement.