Common use of Securitization Transactions Clause in Contracts

Securitization Transactions. (a) The Purchaser may enter into one or more Securitization Transactions, in each case temporarily retaining the Seller as the servicer thereof. The date on which any Mortgage Loans are included in a Securitization Transaction shall be a “Reconstitution Date”. On any Reconstitution Date, the Mortgage Loans transferred shall cease to be covered by the Interim Servicing Agreement. (b) The Seller shall cooperate with the Purchaser in connection with any Securitization Transaction contemplated by the Purchaser pursuant to this Section 28. In that connection, the Seller shall (a) execute any agreements related to any Securitization Transactions (“Reconstitution Agreements”) within a reasonable period of time after receipt of any Reconstitution Agreement which time shall be sufficient for the Seller and Seller’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, as the case may be, 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 Seller, whether through letters of its auditors (the reasonable out-of-pocket cost of which will be borne by the Purchaser) and counsel or otherwise, as the Purchaser shall reasonably request; (ii) to bring each of the Mortgage Loan representations and warranties set forth in the Agreement current as of the date the Mortgage Loans are being transferred pursuant to a Securitization Transaction, provided that, such Mortgage Loan representations and warranties shall be revised, to the extent allowed or required by the rating agencies and the certificate insurer and acceptable to the Purchaser, to reflect the actual pool of Mortgage Loans being securitized; notwithstanding the foregoing, Seller shall, at the time of reconstitution, be entitled to state certain exceptions to the Mortgage Loan representations and warranties necessary to make same true and correct as of the time of the Securitization Transaction and (iii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller 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. (c) 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 the trustee or such third party, as the case may be, for each Mortgage Loan that is part of a 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 the trustee or such third party, as the case may be, upon the Seller’s receipt thereof, provided, that the Seller need not record an assignment of mortgage if, at the sole option of the Purchaser, the Seller delivers an opinion of counsel in the applicable jurisdiction that it is not necessary to record the assignment of mortgage to protect the Purchaser’s interest. Additionally, the Seller shall prepare and execute, at the direction of the Purchaser, any Mortgage Note endorsements in connection with any and all Reconstitution Agreements. (d) The Reconstitution Agreement will require the Seller to advance principal and interest payments on each Mortgage Loan at the Mortgage Loan Interest Rate less the Reconstituted Servicing Fee (defined below) on the remittance date of the Reconstitution Agreement. The Reconstitution Agreement will also require in connection with any prepayments, in addition to any prepayment penalties received by the Seller on the prepaid Mortgage Loan, the Seller shall contribute from its own funds to the extent that such contributions do not exceed the Reconstituted Servicing Fee, payable to the Seller for such prior month, any shortfall in the interest component thereof, such that one month’s interest shall be deposited in the Custodial Account, (as defined in the Interim Servicing Agreement), prior to the remittance date of the Reconstitution Agreement. The Seller’s obligation to remit payments of principal and interest shall continue through the liquidation of the Mortgaged Property on the related Mortgage Loan, or until such time that the Seller deems that any future advances of principal and interest would be otherwise non-recoverable. The Reconstituted Servicing Fee shall be .25% per annum times the outstanding principal balance of the Mortgage Loans included in the respective Securitization Transaction. (e) The Seller shall do all things necessary and required by a servicer who services Mortgage Loans under a Securitization Transaction which is a REMIC (defined as a “real estate mortgage conduit” within the meaning Section 860D of the Internal Revenue Code of 1986, as it may be amended from time to time). (f) All Mortgage Loans not sold or transferred pursuant to a Securitization Transaction and any Mortgage Loans repurchased by the Purchaser, shall be subject to the Interim Servicing Agreement and shall continue to be serviced in accordance with the terms of the Interim Servicing Agreement and with respect thereto the Interim Servicing Agreement shall remain in full force and effect.

Securitization Transactions. (a) The Purchaser may enter into one Except as would not be reasonably expected to have, individually or more Securitization Transactionsin the aggregate, in each case temporarily retaining the a Seller as the servicer thereof. The date on which any Mortgage Loans are included in a Securitization Transaction shall be a “Reconstitution Date”. On any Reconstitution Date, the Mortgage Loans transferred shall cease to be covered by the Interim Servicing Agreement.Material Adverse Effect: (b) The Seller shall cooperate with the Purchaser in connection with any Securitization Transaction contemplated by the Purchaser pursuant to this Section 28. In that connection, the Seller shall (a) execute any agreements related to any Securitization Transactions (“Reconstitution Agreements”) within a reasonable period of time after receipt of any Reconstitution Agreement which time shall be sufficient for the Seller and Seller’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, as the case may be, 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 Seller, whether through letters of its auditors (the reasonable out-of-pocket cost of which will be borne by the PurchaserSection 7.2(l)(i) and counsel or otherwise, as the Purchaser shall reasonably request; (ii) to bring each of the Mortgage Loan representations and warranties set forth in the Agreement current Seller Disclosure Schedule sets forth, as of the date the Mortgage Loans are being transferred pursuant to of this Agreement, a list of all Securitization Trusts and Private Securitization Trusts and other types of securitizations (including warehouse, reverse repurchase and asset-backed commercial paper programs) or similar transactions (each a “Securitization Transaction, provided that, such Mortgage Loan representations and warranties shall be revised, to the extent allowed or required ”) effected by the rating agencies Seller or any of its Subsidiaries since January 1, 2007 and the certificate insurer and acceptable relating to the Purchaser, FFELP Loans or private education loans. The Seller has made available to reflect the actual pool of Mortgage Loans being securitized; notwithstanding the foregoing, Seller shall, at the time of reconstitution, be entitled to state certain exceptions to the Mortgage Loan representations and warranties necessary to make same Buyer true and correct as copies of the time of the Securitization Transaction and (iii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials documentation creating or officers of the Seller 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. (c) 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 the trustee or such third party, as the case may be, for governing each Mortgage Loan that is part of a 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 the trustee or such third party, as the case may be, upon the Seller’s receipt thereof, provided, that the Seller need not record an assignment of mortgage if, at the sole option of the Purchaser, the Seller delivers an opinion of counsel in the applicable jurisdiction that it is not necessary to record the assignment of mortgage to protect the Purchaser’s interest. Additionally, the Seller shall prepare and execute, at the direction of the Purchaser, any Mortgage Note endorsements in connection with any and all Reconstitution Agreements. (d) The Reconstitution Agreement will require the Seller to advance principal and interest payments on each Mortgage Loan at the Mortgage Loan Interest Rate less the Reconstituted Servicing Fee (defined below) on the remittance date of the Reconstitution Agreement. The Reconstitution Agreement will also require in connection with any prepayments, in addition to any prepayment penalties received by the Seller on the prepaid Mortgage Loan, the Seller shall contribute from its own funds to the extent that such contributions do not exceed the Reconstituted Servicing Fee, payable to the Seller for such prior month, any shortfall in the interest component thereof, such that one month’s interest shall be deposited in the Custodial Account, (as defined in the Interim Servicing Agreement), prior to the remittance date of the Reconstitution Agreement. The Seller’s obligation to remit payments of principal and interest shall continue through the liquidation of the Mortgaged Property on the related Mortgage Loan, or until such time that the Seller deems that any future advances of principal and interest would be otherwise non-recoverable. The Reconstituted Servicing Fee shall be .25% per annum times the outstanding principal balance of the Mortgage Loans included in the respective Securitization Transaction. (eii) The Seller shall do all things necessary and required by a servicer who services Mortgage Loans under a Securitization Transaction which is a REMIC (defined Except as a “real estate mortgage conduit” within the meaning set forth in Section 860D 7.2(l)(ii) of the Internal Revenue Code Seller Disclosure Schedule, neither the Seller nor any of 1986its Subsidiaries nor, to the Knowledge of the Seller, the Depositor Eligible Lender Trustee, the Securitization Eligible Lender Trustee, the Conduit Eligible Lender Trustee, the Indenture Administrator, any indenture trustee, master servicer, subservicer, Securitization Trust, or Private Securitization Trust with respect to any Securitization Transaction, has taken or failed to take any action which would reasonably be expected to adversely affect the intended tax characterization or tax treatment for federal, state or local income or franchise tax purposes of the related Securitization Trust or Private Securitization Trust, as it may applicable or any securities issued in any such Securitization Transaction. Except as set forth in Section 7.2(l)(ii) of the Seller Disclosure Schedule, to the Knowledge of the Seller, (i) all federal, state and local income or franchise tax and information returns and reports required to be amended from time to time). (f) All Mortgage Loans not sold or transferred pursuant to a Securitization Transaction and any Mortgage Loans repurchased filed by the PurchaserSeller, shall be subject the Depositor Eligible Lender Trustee, the Securitization Eligible Lender Trustee, the Conduit Eligible Lender Trustee, any indenture trustee, master servicer, subservicer, Securitization Trust or Private Securitization Trust relating to the Interim Servicing Agreement any Securitization Transaction, and shall continue (ii) all tax elections required to be serviced made in accordance with the terms of the Interim Servicing Agreement and with respect thereto the Interim Servicing Agreement shall remain in full force and effectconnection therewith, have been properly filed or made.

Securitization Transactions. Except where the failure, individually or in the aggregate, to be true and correct has not had and would not be reasonably likely to have a Material Adverse Effect on the Company, all of the following are true and correct: (a) The Purchaser may enter into one each Affiliate of the Company which is the servicer (a "Securitization Servicer") of any outstanding transaction under which the Company or more any of its Affiliates sold or pledged Contracts in a securitization registered or not registered under the Act (a "Securitization Transaction") has complied with all agreements and all conditions to be performed or satisfied by it with respect to all agreements and arrangements pursuant to which it is bound under such Securitization Transaction (such agreements and arrangements are collectively referred to as the "Securitization Instruments"), (b) each Securitization Issuer, Securitization Trustee and Securitization Servicer has performed all of its respective obligations under the Securitization Instruments and, if applicable, under the Exchange Act or any other existing law relating to Securitization Transactions, in each case temporarily retaining the Seller as the servicer thereof. The date on which any Mortgage Loans are included in a Securitization Transaction shall be a “Reconstitution Date”. On any Reconstitution Date, the Mortgage Loans transferred shall cease and has made all filings required to be covered made by or under the Interim Servicing Agreement. Exchange Act, (bc) The Seller shall cooperate with no Securitization Issuer, Securitization Trustee or Securitization Servicer has taken any action which would ad- versely affect the Purchaser in connection with characterization or tax treatment for federal, state or local income or franchise tax purposes, of any Securitization Transaction contemplated by the Purchaser pursuant to this Section 28. In that connection, the Seller shall (a) execute Entity or any agreements related to any Securitization Transactions (“Reconstitution Agreements”) within a reasonable period of time after receipt of any Reconstitution Agreement which time shall be sufficient for the Seller and Seller’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, as the case may be, 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 Seller, whether through letters of its auditors (the reasonable out-of-pocket cost of which will be borne by the Purchaser) and counsel or otherwise, as the Purchaser shall reasonably request; (ii) to bring each of the Mortgage Loan representations and warranties set forth securities issued in the Agreement current as of the date the Mortgage Loans are being transferred pursuant to a Securitization Transaction, provided thatand all required federal, such Mortgage Loan representations state and warranties shall be revised, local tax and information returns relating to the extent allowed or required by the rating agencies and the certificate insurer and acceptable to the Purchaser, to reflect the actual pool of Mortgage Loans being securitized; notwithstanding the foregoing, Seller shall, at the time of reconstitution, be entitled to state certain exceptions to the Mortgage Loan representations and warranties necessary to make same true and correct as of the time of the any Securitization Transaction and (iii) such additional representations, warranties, covenants, opinions of counsel, letters from auditorshave been properly filed, and certificates of public officials or officers of the Seller 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. (c) 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 the trustee or such third party, as the case may be, for each Mortgage Loan that is part of a 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 the trustee or such third party, as the case may be, upon the Seller’s receipt thereof, provided, that the Seller need not record an assignment of mortgage if, at the sole option of the Purchaser, the Seller delivers an opinion of counsel in the applicable jurisdiction that it is not necessary to record the assignment of mortgage to protect the Purchaser’s interest. Additionally, the Seller shall prepare and execute, at the direction of the Purchaser, any Mortgage Note endorsements in connection with any and all Reconstitution Agreements. (d) The Reconstitution Agreement will require there is no breach or violation of any representation, warranty or covenant made by the Seller to advance principal and interest payments on each Mortgage Loan at the Mortgage Loan Interest Rate less the Reconstituted Servicing Fee (defined below) on the remittance date Company, any Affiliate of the Reconstitution Agreement. The Reconstitution Agreement will also require in connection with Company, or any prepayments, in addition to any prepayment penalties received by the Seller on the prepaid Mortgage Loan, the Seller shall contribute from its own funds other person pursuant to the extent that such contributions do not exceed the Reconstituted Servicing FeeSecuritization Instruments. No Securitization Issuer, payable Securitization Trustee, or Securitization Servicer has taken any action which would cause any Securitization Entity to be registered as an investment company pursuant to the Seller for such prior monthInvestment Company Act of 1940, any shortfall in as amended (the interest component thereof, such that one month’s interest shall be deposited in the Custodial Account, (as defined in the Interim Servicing Agreement"Investment Company Act"), prior or which would cause any Securitization Entity to the remittance date of the Reconstitution Agreement. The Seller’s obligation to remit payments of principal and interest shall continue through the liquidation of the Mortgaged Property on the related Mortgage Loan, or until such time that the Seller deems that any future advances of principal and interest would be otherwise non-recoverable. The Reconstituted Servicing Fee shall be .25% per annum times the outstanding principal balance of the Mortgage Loans included in the respective Securitization Transaction. (e) The Seller shall do all things necessary and required by a servicer who services Mortgage Loans under a Securitization Transaction which is a REMIC (defined as a “real estate mortgage conduit” "controlled by" an investment company within the meaning Section 860D of the Internal Revenue Code of 1986, as it may be amended from time to time)Investment Company Act. (f) All Mortgage Loans not sold or transferred pursuant to a Securitization Transaction and any Mortgage Loans repurchased by the Purchaser, shall be subject to the Interim Servicing Agreement and shall continue to be serviced in accordance with the terms of the Interim Servicing Agreement and with respect thereto the Interim Servicing Agreement shall remain in full force and effect.

Securitization Transactions. (a) The Purchaser may Customer agrees to use commercially reasonable efforts to enter into a Securitization Transaction as soon as reasonably practicable after the Closing Date pursuant to which Customer assigns to a special purpose Subsidiary of Customer Eligible Franchise Loan Receivables and related Warehouse Assets for a purchase price sufficient to pay in full all Invested Principal with respect to Franchise Loan Receivables (less the amount of Invested Principal with respect to any Excluded Receivables) and other Customer Obligations and such Subsidiary issues notes purchased by SunAmerica and/or one or more of SunAmerica's Affiliates or designees and secured by such Warehouse Assets that are rated by the Rating Agency. (b) Customer shall not enter into any Securitization Transactions, in each case temporarily retaining the Seller as the servicer thereof. The date on which any Mortgage Loans are Transaction that does not include all Franchise Loan Receivables and Warehouse Assets relating to such Franchise Loan Receivables not previously included in a Securitization Transaction shall be a “Reconstitution Date”. On any Reconstitution Date, without the Mortgage Loans transferred shall cease to be covered by the Interim Servicing Agreement. (b) The Seller shall cooperate with the Purchaser in connection with any Securitization Transaction contemplated by the Purchaser pursuant to this Section 28. In that connection, the Seller shall (a) execute any agreements related to any Securitization Transactions (“Reconstitution Agreements”) within a reasonable period prior written consent of time after receipt of any Reconstitution Agreement which time shall be sufficient for the Seller and Seller’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, as the case may be, 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 Seller, whether through letters of its auditors (the reasonable out-of-pocket cost of which will be borne by the Purchaser) and counsel or otherwise, as the Purchaser shall reasonably request; (ii) to bring each of the Mortgage Loan representations and warranties set forth in the Agreement current as of the date the Mortgage Loans are being transferred pursuant to a Securitization Transaction, provided that, such Mortgage Loan representations and warranties shall be revised, to the extent allowed or required by the rating agencies and the certificate insurer and acceptable to the Purchaser, to reflect the actual pool of Mortgage Loans being securitized; notwithstanding the foregoing, Seller shall, at the time of reconstitution, be entitled to state certain exceptions to the Mortgage Loan representations and warranties necessary to make same true and correct as of the time of the Securitization Transaction and (iii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller 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 transactionsSunAmerica; provided, however, that these items Customer shall not be more onerous than obligated to include in a Securitization Transaction any Franchise Loan Receivable which is originated within the ninety (90) days immediately preceding the cut-off date for such similar items set forth hereinSecuritization Transaction (any such Franchise Loan Receivable that is not included in a Securitization Transaction being an "Excluded Receivable"). (c) In the event the Purchaser has elected Nothing in any Transaction Document shall constitute or be deemed to have the Seller hold record title to the Mortgagesconstitute a commitment or other undertaking of any kind by SunAmerica or any of its Affiliates, prior to a Reconstitution Date the Seller or its designee shall prepare an assignment of mortgage in blank from the Seller, acceptable to the trustee or such third party, as the case may be, for each Mortgage Loan that is part of a 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 the trustee or such third party, as the case may be, upon the Seller’s receipt thereof, provided, that the Seller need not record an assignment of mortgage if, at the sole option of the Purchaser, the Seller delivers an opinion of counsel in the applicable jurisdiction that it is not necessary to record the assignment of mortgage to protect the Purchaser’s interest. Additionally, the Seller shall prepare and execute, at the direction of the PurchaserFacility Agent, any Mortgage Note endorsements Purchaser or any other Purchaser Representative to purchase any Indebtedness or other obligations issued in connection with any and all Reconstitution Agreements. (d) The Reconstitution Agreement will require the Seller to advance principal and interest payments on each Mortgage Loan at the Mortgage Loan Interest Rate less the Reconstituted Servicing Fee (defined below) on the remittance date of the Reconstitution Agreement. The Reconstitution Agreement will also require in connection with any prepayments, in addition to any prepayment penalties received by the Seller on the prepaid Mortgage Loan, the Seller shall contribute from its own funds to the extent that such contributions do not exceed the Reconstituted Servicing Fee, payable to the Seller for such prior month, any shortfall in the interest component thereof, such that one month’s interest shall be deposited in the Custodial Account, (as defined in the Interim Servicing Agreement), prior to the remittance date of the Reconstitution Agreement. The Seller’s obligation to remit payments of principal and interest shall continue through the liquidation of the Mortgaged Property on the related Mortgage Loan, or until such time that the Seller deems that any future advances of principal and interest would be otherwise non-recoverable. The Reconstituted Servicing Fee shall be .25% per annum times the outstanding principal balance of the Mortgage Loans included in the respective Securitization Transaction. (e) The Seller shall do all things necessary and required by a servicer who services Mortgage Loans under a Securitization Transaction which is a REMIC (defined as a “real estate mortgage conduit” within the meaning Section 860D of the Internal Revenue Code of 1986, as it may be amended from time to time). (f) All Mortgage Loans not sold or transferred pursuant to a Securitization Transaction and any Mortgage Loans repurchased by the Purchaser, shall be subject to the Interim Servicing Agreement and shall continue to be serviced in accordance with the terms of the Interim Servicing Agreement and with respect thereto the Interim Servicing Agreement shall remain in full force and effect."

Securitization Transactions. Except where the failure, individually or in the aggregate, to be true and correct has not had and would not be reasonably likely to have a Material Adverse Effect on the Company, all of the following are true and correct: (a) The Purchaser may enter into one each Affiliate of the Company which is the servicer (a "Securitization Servicer") of any outstanding transaction under which the Company or more any of its Affiliates sold or pledged Contracts in a securitization registered or not registered under the Act (a "Securitization Transaction") has complied with all agreements and all conditions to be performed or satisfied by it with respect to all agreements and arrangements pursuant to which it is bound under such Securitization Transaction (such agreements and arrangements are collectively referred to as the "Securitization Instruments"), (b) each Securitization Issuer, Securitization Trustee and Securitization Servicer has performed all of its respective obligations under the Securitization Instruments and, if applicable, under the Exchange Act or any other existing law relating to Securitization Transactions, in each case temporarily retaining the Seller as the servicer thereof. The date on which any Mortgage Loans are included in a Securitization Transaction shall be a “Reconstitution Date”. On any Reconstitution Date, the Mortgage Loans transferred shall cease and has made all filings required to be covered made by or under the Interim Servicing Agreement. Exchange Act, (bc) The Seller shall cooperate with no Securitization Issuer, Securitization Trustee or Securitization Servicer has taken any action which would adversely affect the Purchaser in connection with characterization or tax treatment for federal, state or local income or franchise tax purposes, of any Securitization Transaction contemplated by the Purchaser pursuant to this Section 28. In that connection, the Seller shall (a) execute Entity or any agreements related to any Securitization Transactions (“Reconstitution Agreements”) within a reasonable period of time after receipt of any Reconstitution Agreement which time shall be sufficient for the Seller and Seller’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, as the case may be, 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 Seller, whether through letters of its auditors (the reasonable out-of-pocket cost of which will be borne by the Purchaser) and counsel or otherwise, as the Purchaser shall reasonably request; (ii) to bring each of the Mortgage Loan representations and warranties set forth securities issued in the Agreement current as of the date the Mortgage Loans are being transferred pursuant to a Securitization Transaction, provided thatand all required federal, such Mortgage Loan representations state and warranties shall be revised, local tax and information returns relating to the extent allowed or required by the rating agencies and the certificate insurer and acceptable to the Purchaser, to reflect the actual pool of Mortgage Loans being securitized; notwithstanding the foregoing, Seller shall, at the time of reconstitution, be entitled to state certain exceptions to the Mortgage Loan representations and warranties necessary to make same true and correct as of the time of the any Securitization Transaction and (iii) such additional representations, warranties, covenants, opinions of counsel, letters from auditorshave been properly filed, and certificates of public officials or officers of the Seller 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. (c) 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 the trustee or such third party, as the case may be, for each Mortgage Loan that is part of a 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 the trustee or such third party, as the case may be, upon the Seller’s receipt thereof, provided, that the Seller need not record an assignment of mortgage if, at the sole option of the Purchaser, the Seller delivers an opinion of counsel in the applicable jurisdiction that it is not necessary to record the assignment of mortgage to protect the Purchaser’s interest. Additionally, the Seller shall prepare and execute, at the direction of the Purchaser, any Mortgage Note endorsements in connection with any and all Reconstitution Agreements. (d) The Reconstitution Agreement will require there is no breach or violation of any representation, warranty or covenant made by the Seller to advance principal and interest payments on each Mortgage Loan at the Mortgage Loan Interest Rate less the Reconstituted Servicing Fee (defined below) on the remittance date Company, any Affiliate of the Reconstitution Agreement. The Reconstitution Agreement will also require in connection with Company, or any prepayments, in addition to any prepayment penalties received by the Seller on the prepaid Mortgage Loan, the Seller shall contribute from its own funds other person pursuant to the extent that such contributions do not exceed the Reconstituted Servicing FeeSecuritization Instruments. No Securitization Issuer, payable Securitization Trustee, or Securitization Servicer has taken any action which would cause any Securitization Entity to be registered as an investment company pursuant to the Seller for such prior monthInvestment Company Act of 1940, any shortfall in as amended (the interest component thereof, such that one month’s interest shall be deposited in the Custodial Account, (as defined in the Interim Servicing Agreement"Investment Company Act"), prior or which would cause any Securitization Entity to the remittance date of the Reconstitution Agreement. The Seller’s obligation to remit payments of principal and interest shall continue through the liquidation of the Mortgaged Property on the related Mortgage Loan, or until such time that the Seller deems that any future advances of principal and interest would be otherwise non-recoverable. The Reconstituted Servicing Fee shall be .25% per annum times the outstanding principal balance of the Mortgage Loans included in the respective Securitization Transaction. (e) The Seller shall do all things necessary and required by a servicer who services Mortgage Loans under a Securitization Transaction which is a REMIC (defined as a “real estate mortgage conduit” "controlled by" an investment company within the meaning Section 860D of the Internal Revenue Code of 1986, as it may be amended from time to time)Investment Company Act. (f) All Mortgage Loans not sold or transferred pursuant to a Securitization Transaction and any Mortgage Loans repurchased by the Purchaser, shall be subject to the Interim Servicing Agreement and shall continue to be serviced in accordance with the terms of the Interim Servicing Agreement and with respect thereto the Interim Servicing Agreement shall remain in full force and effect.

Securitization Transactions. (a) The Purchaser Borrower or its Affiliates may enter into from time to time execute one or more Securitization Transactions, in each case temporarily retaining the Seller as the servicer thereof. The date on which any Mortgage Loans are included in a Securitization Transaction shall be a “Reconstitution Date”. On any Reconstitution Date, the Mortgage Loans transferred shall cease to be covered by the Interim Servicing Agreement. (b) The Seller shall cooperate with the Purchaser Transactions in connection with any Securitization Transaction contemplated by which the Purchaser pursuant Borrower proposes to this Section 28. In that connection, the create a Lien and/or assign to a Seller shall (a) execute any agreements related or to any Securitization Transactions (“Reconstitution Agreements”) within a reasonable period of time after receipt of any Reconstitution Agreement which time shall be sufficient for the Seller and Seller’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 purchaseranother Person, as the case may be, subject all or part of the Purchased Assets that are part of the Collateral (a “Financing Transaction Release”). To the extent that Curo Canada Corp., LendDirect Corp. (Canada) or any of their Affiliates intends to any Reconstitution Agreement and/or enter into a Securitization Transaction, it may offer to the Purchaser: Borrower the option to sell all or a portion of the Purchased Assets with respect thereto and, in such case, shall provide the Borrower with at least forty-five (45) calendar days’ or such shorter period as the parties may agree advance written notice. The Borrower may participate in or otherwise facilitate such a Securitization Transaction executed by it or its Affiliates, provided that (i) any and all information and appropriate verification a Borrowing Base Deficiency shall not occur as a result of information which may be reasonably available giving effect to the SellerFinancing Transaction Release, whether through letters of its auditors (the reasonable out-of-pocket cost of which will be borne by the Purchaser) and counsel or otherwise, as the Purchaser shall reasonably request; (ii) to bring each of the Mortgage Loan representations and warranties set forth in the Agreement current that, as of the date the Mortgage Loans are being transferred pursuant to a Securitization Transaction, provided that, such Mortgage Loan representations and warranties shall be revised, to the extent allowed or required by the rating agencies and the certificate insurer and acceptable to the Purchaser, to reflect the actual pool of Mortgage Loans being securitized; notwithstanding the foregoing, Seller shall, at the time of reconstitution, be entitled to state certain exceptions to the Mortgage Loan representations and warranties necessary to make same true and correct as of the time Financing Transaction Release, no Amortization Event or Event of Default or any event which with the Securitization Transaction and giving of notice or the passage of time, or both, would become an Amortization Event or an Event of Default, has occurred, (iii) in selecting Purchased Assets to be sold and released from the Collateral in accordance with this Section 5.40, such additional representations, warranties, covenants, opinions selection shall be made in a manner that is not materially adverse to the interests of counsel, letters from auditorsthe Lenders, and certificates of public officials or officers (iv) upon the Financing Transaction Release, (1) each Lender will be paid such Lender’s pro rata share of the Seller Financing Transaction Prepayment Amount (as defined below) for the applicable Loan, and (2) each other Person to whom monies are reasonably believed necessary owed on the applicable Weekly Settlement Date under Section 2.03 will be paid all amounts owing to such Person from the amounts deposited in the Transaction Account, all in accordance with Section 2.03 (collectively, the “Financing Transaction Conditions”), and subject to the procedures and conditions, as follows: (i) at least twenty (20) days prior to the related Financing Transaction Release: (A) the Borrower will deliver a written notice to the Administrative Agent (the “Financing Transaction Notice”), of the intention of the Borrower to participate in or otherwise facilitate a Securitization Transaction to be entered into by it or its Affiliates, thereby (A) notifying the Administrative Agent that it will be paying the Financing Transaction Prepayment Amount in accordance with the terms hereof, which notice will state (I) the date fixed for pre-payment and the Financing Assignment Designation Cut-Off Date, and (II) the principal amount of the Loans to be repaid in connection with the Financing Transaction Release, together with any unpaid interest accrued thereon to (but excluding) the date fixed for pre-payment and any applicable premium in respect thereof (the “Financing Transaction Prepayment Amount”), and (B) certifying that, after giving effect to the Financing Transaction Release, the Financing Transaction Conditions will be satisfied; (B) concurrently with the delivery of the notice referred to in Section 5.40(a)(i)(A), the Servicer will deliver to the Administrative Agent (A) a schedule of the Purchased Assets to be released from the Collateral in connection with a Financing Transaction Release (the “Financing Transaction Release List”), and (B) an updated schedule of Loans reflecting the Purchased Assets that will continue to be held by the trusteeAdministrative Agent as Collateral following the proposed release; (ii) the Administrative Agent shall have accepted, in writing, the Financing Transaction Notice (provided such third party purchaseracceptance shall not be unreasonably withheld or delayed) and be satisfied with (acting reasonably) the Financing Transaction Prepayment Amount and the Financing Transaction Release List; the Administrative Agent agrees that it shall respond to any Financing Transaction Notice within ten (10) days of receipt; (iii) on or before the related Weekly Settlement Date, any master servicer, any rating agency the Borrower will deposit into the Transaction Account an amount equal to the Financing Transaction Prepayment Amount for all or the Purchasera portion, as the case may be, in connection of the Loans to be repaid, together with such transactionsother amounts as may be required to be paid on the related Weekly Settlement Date, in accordance with Section 2.03; providedand (iv) upon the deposit to the Transaction Account in accordance with Section 5.40(a)(iii), however, that these items the Liens under the General Security Agreement affecting the portion of the Collateral corresponding to the Purchased Assets identified in the Financing Transaction Release List shall not be more onerous than considered to be automatically released by the Administrative Agent and the Administrative Agent will promptly deliver to the Borrower and the Servicers such similar items set forth hereindocuments and certificates in respect of the release as they may reasonably request. (cb) In Upon the event the Purchaser has elected to have the Seller hold record title deposit to the Mortgages, prior to a Reconstitution Date the Seller or its designee shall prepare an assignment of mortgage Transaction Account in blank from the Seller, acceptable to the trustee or such third party, as the case may be, for each Mortgage Loan that is part of a 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 the trustee or such third party, as the case may be, upon the Seller’s receipt thereof, provided, that the Seller need not record an assignment of mortgage if, at the sole option of the Purchaser, the Seller delivers an opinion of counsel in the applicable jurisdiction that it is not necessary to record the assignment of mortgage to protect the Purchaser’s interest. Additionally, the Seller shall prepare and execute, at the direction of the Purchaser, any Mortgage Note endorsements accordance with Section 5.40(a)(iv) in connection with any Financing Transaction Release, and subject to the other terms and conditions set forth herein, the Purchased Assets included in the related Financing Transaction Release List and all Reconstitution Agreements. (d) The Reconstitution Agreement will require Collections paid and payable with respect to such Purchased Assets on and after the Seller to advance principal and interest payments on each Mortgage Loan at the Mortgage Loan Interest Rate less the Reconstituted Servicing Fee (defined below) on the remittance date of the Reconstitution Agreement. The Reconstitution Agreement will also require in connection with any prepayments, in addition to any prepayment penalties received applicable Financing Assignment Designation Cut-Off Date shall be assigned by the Borrower to the applicable Seller or other Person designated by the Borrower, and if the Borrower receives any Collections on account of such Purchased Assets after the prepaid Mortgage Loanapplicable Financing Assignment Designation Cut-Off Date, such Collections shall be paid over to the applicable Seller or such other Person who has acquired such Purchased Assets. For greater certainty, the purchase price paid by the applicable Seller shall contribute from its own funds or such other Person to the extent that such contributions do not exceed the Reconstituted Servicing Fee, payable to the Seller Borrower for such prior month, any shortfall in the interest component thereof, such that one month’s interest Purchased Assets shall be deposited in the Custodial Account, (as defined in the Interim Servicing Agreement), prior to the remittance date of Transaction Account for application as the Reconstitution Agreement. The Seller’s obligation to remit payments of principal and interest shall continue through the liquidation of the Mortgaged Property on the related Mortgage Loan, or until such time that the Seller deems that any future advances of principal and interest would be otherwise non-recoverable. The Reconstituted Servicing Fee shall be .25% per annum times the outstanding principal balance of the Mortgage Loans included in the respective Securitization Transaction. (e) The Seller shall do all things necessary and required by a servicer who services Mortgage Loans under a Securitization Financing Transaction which is a REMIC (defined as a “real estate mortgage conduit” within the meaning Section 860D of the Internal Revenue Code of 1986, as it may be amended from time to time). (f) All Mortgage Loans not sold or transferred pursuant to a Securitization Transaction and any Mortgage Loans repurchased by the Purchaser, shall be subject to the Interim Servicing Agreement and shall continue to be serviced Prepayment Amount in accordance with this Section 5.40 and Section 2.03. The Borrower may execute and deliver to the terms of the Interim Servicing Agreement and with respect thereto the Interim Servicing Agreement shall remain in full force and effectapplicable Seller or such other Person who has acquired such Purchased Assets any documents that may reasonably be required to give further effect this Section.

Securitization Transactions. (a) The Purchaser may enter into one Within a reasonable time prior to the consummation of each securitization transaction (whether or more not giving rise to Permitted Securitization Transactions, in each case temporarily retaining the Seller as the servicer thereof. The date on which any Mortgage Loans are included in a Securitization Transaction shall be a “Reconstitution Date”. On any Reconstitution DateIndebtedness), the Mortgage Loans transferred Borrower shall cease deliver to the Agent substantially final drafts of the operative documents, all organizational documents of the applicable Securitization Subsidiaries, and all legal opinions to be covered delivered by counsel for the Interim Servicing Agreement. Borrower or any Securitization Subsidiary (b) The Seller shall cooperate with including, without limitation, the Purchaser "true sale" and "non-consolidation" opinions, if any), in connection with any such securitization transaction. The Borrower will obtain the prior written consent and approval of the Agent to the terms, provisions and structure of such securitization transaction (including the legal and organizational structure of all Securitization Transaction contemplated by Subsidiaries and the Purchaser pursuant restrictions imposed thereon) prior to this Section 28consummating such securitization transaction, which consent and approval shall not unreasonably be withheld, delayed or conditioned. In that connectionAfter such consent and approval is granted, no modifications shall be made to the approved documents or opinions without the further written consent of the Agent, which consent and approval shall not unreasonably be withheld, delayed or conditioned. Contemporaneously with the consummation of each securitization transaction (whether or not giving rise to Permitted Securitization Indebtedness), the Seller Borrower shall deliver or cause to be delivered to the Agent each of the following: (ai) execute any agreements Evidence satisfactory to the Agent that (i) the related to any Securitization Transactions (“Reconstitution Agreements”) within a reasonable period of time after receipt of any Reconstitution Agreement which time shall be sufficient for the Seller and Seller’s counsel to review such Reconstitution Agreement, but such time shall not exceed ten (10) Business Days after such receiptsecuritization transaction has been consummated, and (bii) provide the proceeds from such securitization transaction (net of transaction costs and expenses incurred by the Borrower and the applicable Securitization Subsidiary) are substantially contemporaneously being used to reduce the trustee aggregate principal amount outstanding under the Loans and to satisfy other Obligations; (ii) True, correct and complete copies of certificates of existence and good standing issued as of a recent date with respect to such Subsidiaries by the Secretary of State of the Subsidiaries' respective jurisdictions of incorporation; (iii) A certificate signed by the principal financial or a third party purchaser, as accounting officer of the case may be, subject to any Reconstitution Agreement and/or the Purchaser: Borrower (i) any and stating that (1) all information and appropriate verification of information which may be reasonably available to the Seller, whether through letters of its auditors (the reasonable out-of-pocket cost of which will be borne by the Purchaser) and counsel or otherwise, as the Purchaser shall reasonably request; (ii) to bring each of the Mortgage Loan representations and warranties set forth in the Agreement current as of the date the Mortgage Loans are being transferred pursuant to a Securitization Transaction, provided that, such Mortgage Loan Borrower herein and all representations and warranties shall be revised, to of the extent allowed or required by the rating agencies documents executed and the certificate insurer and acceptable to the Purchaser, to reflect the actual pool of Mortgage Loans being securitized; notwithstanding the foregoing, Seller shall, at the time of reconstitution, be entitled to state certain exceptions to the Mortgage Loan representations and warranties necessary to make same delivered in connection with such securitization transaction are true and correct as of the time date given, (2) no Default or Event of Default exists, and (3) after giving pro forma effect to such securitization transaction no Default or Event of Default would result therefrom, including, without limitation, under any of the Securitization Transaction covenants set forth in ss. 9 of this Agreement (which certificate will contain calculations of such covenants in accordance with ss. 1.3 of this Agreement, in form and substance satisfactory to the Agent), (ii) setting forth the new Borrowing Base, and (iii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers certifying that the aggregate principal amount of the Seller as are reasonably believed Outstanding Loans does not exceed the Borrowing Base Availability, in each case after giving pro forma effect to such securitization transaction; and (iv) Evidence satisfactory to the Agent that the Borrower has obtained all necessary by the trustee, such third party purchaserconsents to such securitization transaction. (b) Within sixty (60) days following the consummation of each securitization transaction (whether or not giving rise to Permitted Securitization Indebtedness), any master serviceror such later time as Agent in its sole discretion may agree to, any rating agency or the PurchaserBorrower shall deliver true, as the case may be, correct and complete copies of all executed operative documents in connection with such transactions; providedsecuritization transaction, however, that these items shall not be more onerous than such similar items set forth herein. (c) 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 the trustee or such third party, as the case may be, for each Mortgage Loan that is part of a 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 the trustee or such third party, as the case may be, upon the Seller’s receipt thereof, provided, that the Seller need not record an assignment of mortgage if, at the sole option organizational documents of the Purchaser, the Seller delivers an opinion of counsel Securitization Subsidiaries involved in the applicable jurisdiction that it is not necessary to record the assignment of mortgage to protect the Purchaser’s interest. Additionally, the Seller shall prepare such transaction and execute, at the direction of the Purchaser, any Mortgage Note endorsements all legal opinions delivered in connection with any and all Reconstitution Agreementssuch transaction. (d) The Reconstitution Agreement will require the Seller to advance principal and interest payments on each Mortgage Loan at the Mortgage Loan Interest Rate less the Reconstituted Servicing Fee (defined below) on the remittance date of the Reconstitution Agreement. The Reconstitution Agreement will also require in connection with any prepayments, in addition to any prepayment penalties received by the Seller on the prepaid Mortgage Loan, the Seller shall contribute from its own funds to the extent that such contributions do not exceed the Reconstituted Servicing Fee, payable to the Seller for such prior month, any shortfall in the interest component thereof, such that one month’s interest shall be deposited in the Custodial Account, (as defined in the Interim Servicing Agreement), prior to the remittance date of the Reconstitution Agreement. The Seller’s obligation to remit payments of principal and interest shall continue through the liquidation of the Mortgaged Property on the related Mortgage Loan, or until such time that the Seller deems that any future advances of principal and interest would be otherwise non-recoverable. The Reconstituted Servicing Fee shall be .25% per annum times the outstanding principal balance of the Mortgage Loans included in the respective Securitization Transaction. (e) The Seller shall do all things necessary and required by a servicer who services Mortgage Loans under a Securitization Transaction which is a REMIC (defined as a “real estate mortgage conduit” within the meaning Section 860D of the Internal Revenue Code of 1986, as it may be amended from time to time). (f) All Mortgage Loans not sold or transferred pursuant to a Securitization Transaction and any Mortgage Loans repurchased by the Purchaser, shall be subject to the Interim Servicing Agreement and shall continue to be serviced in accordance with the terms of the Interim Servicing Agreement and with respect thereto the Interim Servicing Agreement shall remain in full force and effect.

Securitization Transactions. (a) The Purchaser Borrower or its Affiliates may enter into from time to time execute one or more Securitization Transactions, in each case temporarily retaining the Seller as the servicer thereof. The date on which any Mortgage Loans are included in a Securitization Transaction shall be a “Reconstitution Date”. On any Reconstitution Date, the Mortgage Loans transferred shall cease to be covered by the Interim Servicing Agreement. (b) The Seller shall cooperate with the Purchaser Transactions in connection with any Securitization Transaction contemplated by which the Purchaser pursuant Borrower proposes to this Section 28. In that connection, the create a Lien and/or assign to a Seller shall (a) execute any agreements related or to any Securitization Transactions (“Reconstitution Agreements”) within a reasonable period of time after receipt of any Reconstitution Agreement which time shall be sufficient for the Seller and Seller’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 purchaseranother Person, as the case may be, subject all or part of the Purchased Assets that are part of the Collateral (a "Financing Transaction Release"). To the extent that CURO Canada Corp., LendDirect Corp. (Canada) or any of their Affiliates intends to any Reconstitution Agreement and/or enter into a Securitization Transaction, it may offer to the Purchaser: Borrower the option to sell all or a portion of the Purchased Assets with respect thereto and, in such case, shall provide the Borrower with at least forty-five (45) calendar days' or such shorter period as the parties may agree advance written notice. The Borrower may participate in or otherwise facilitate such a Securitization Transaction executed by it or its Affiliates, provided that (i) any and all information and appropriate verification a Borrowing Base Deficiency shall not occur as a result of information which may be reasonably available giving effect to the SellerFinancing Transaction Release, whether through letters of its auditors (the reasonable out-of-pocket cost of which will be borne by the Purchaser) and counsel or otherwise, as the Purchaser shall reasonably request; (ii) to bring each of the Mortgage Loan representations and warranties set forth in the Agreement current that, as of the date the Mortgage Loans are being transferred pursuant to a Securitization Transaction, provided that, such Mortgage Loan representations and warranties shall be revised, to the extent allowed or required by the rating agencies and the certificate insurer and acceptable to the Purchaser, to reflect the actual pool of Mortgage Loans being securitized; notwithstanding the foregoing, Seller shall, at the time of reconstitution, be entitled to state certain exceptions to the Mortgage Loan representations and warranties necessary to make same true and correct as of the time Financing Transaction Release, no Amortization Event or Event of Default or any event which with the Securitization Transaction and giving of notice or the passage of time, or both, would become an Amortization Event or an Event of Default, has occurred, (iii) in selecting Purchased Assets to be sold and released from the Collateral in accordance with this SECTION 5.40, such additional representations, warranties, covenants, opinions selection shall be made in a manner that is not materially adverse to the interests of counsel, letters from auditorsthe Lenders, and certificates of public officials or officers (iv) upon the Financing Transaction Release, (1) each Lender will be paid such Lxxxxx's pro rata share of the Seller Financing Transaction Prepayment Amount (as defined below) for the applicable Loan, and (2) each other Person to whom monies are reasonably believed necessary owed on the applicable Weekly Settlement Date under SECTION 2.03 will be paid all amounts owing to such Person from the amounts deposited in the Transaction Account, all in accordance with SECTION 2.03 (collectively, the "Financing Transaction Conditions"), and subject to the procedures and conditions, as follows: (i) at least twenty (20) days prior to the related Financing Transaction Release: (A) the Borrower will deliver a written notice to the Administrative Agent (the "Financing Transaction Notice"), of the intention of the Borrower to participate in or otherwise facilitate a Securitization Transaction to be entered into by it or its Affiliates, thereby (A) notifying the Administrative Agent that it will be paying the Financing Transaction Prepayment Amount in accordance with the terms hereof, which notice will state (I) the date fixed for pre-payment and the Financing Assignment Designation Cut-Off Date, and (II) the principal amount of the Loans to be repaid in connection with the Financing Transaction Release, together with any unpaid interest accrued thereon to (but excluding) the date fixed for pre-payment and any applicable premium in respect thereof (the "Financing Transaction Prepayment Amount"), and (B) certifying that, after giving effect to the Financing Transaction Release, the Financing Transaction Conditions will be satisfied; (B) concurrently with the delivery of the notice referred to in SECTION 5.40(a)(i)(A), the Servicer will deliver to the Administrative Agent (A) a schedule of the Purchased Assets to be released from the Collateral in connection with a Financing Transaction Release (the "Financing Transaction Release List"), and (B) an updated schedule of Loans reflecting the Purchased Assets that will continue to be held by the trusteeAdministrative Agent as Collateral following the proposed release; (ii) the Administrative Agent shall have accepted, in writing, the Financing Transaction Notice (provided such third party purchaseracceptance shall not be unreasonably withheld or delayed) and be satisfied with (acting reasonably) the Financing Transaction Prepayment Amount and the Financing Transaction Release List; the Administrative Agent agrees that it shall respond to any Financing Transaction Notice within ten (10) days of receipt; (iii) on or before the related Weekly Settlement Date, any master servicer, any rating agency the Borrower will deposit into the Transaction Account an amount equal to the Financing Transaction Prepayment Amount for all or the Purchasera portion, as the case may be, in connection of the Loans to be repaid, together with such transactionsother amounts as may be required to be paid on the related Weekly Settlement Date, in accordance with SECTION 2.03; providedand (iv) upon the deposit to the Transaction Account in accordance with SECTION 5.40(a)(iii), however, that these items the Liens under the General Security Agreement affecting the portion of the Collateral corresponding to the Purchased Assets identified in the Financing Transaction Release List shall not be more onerous than considered to be automatically released by the Administrative Agent and the Administrative Agent will promptly deliver to the Borrower and the Servicers such similar items set forth hereindocuments and certificates in respect of the release as they may reasonably request. (cb) In Upon the event the Purchaser has elected to have the Seller hold record title deposit to the Mortgages, prior to a Reconstitution Date the Seller or its designee shall prepare an assignment of mortgage Transaction Account in blank from the Seller, acceptable to the trustee or such third party, as the case may be, for each Mortgage Loan that is part of a 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 the trustee or such third party, as the case may be, upon the Seller’s receipt thereof, provided, that the Seller need not record an assignment of mortgage if, at the sole option of the Purchaser, the Seller delivers an opinion of counsel in the applicable jurisdiction that it is not necessary to record the assignment of mortgage to protect the Purchaser’s interest. Additionally, the Seller shall prepare and execute, at the direction of the Purchaser, any Mortgage Note endorsements accordance with SECTION 5.40(a)(iv) in connection with any Financing Transaction Release, and subject to the other terms and conditions set forth herein, the Purchased Assets included in the related Financing Transaction Release List and all Reconstitution Agreements. (d) The Reconstitution Agreement will require Collections paid and payable with respect to such Purchased Assets on and after the Seller to advance principal and interest payments on each Mortgage Loan at the Mortgage Loan Interest Rate less the Reconstituted Servicing Fee (defined below) on the remittance date of the Reconstitution Agreement. The Reconstitution Agreement will also require in connection with any prepayments, in addition to any prepayment penalties received applicable Financing Assignment Designation Cut-Off Date shall be assigned by the Borrower to the applicable Seller or other Person designated by the Borrower, and if the Borrower receives any Collections on account of such Purchased Assets after the prepaid Mortgage Loanapplicable Financing Assignment Designation Cut-Off Date, such Collections shall be paid over to the applicable Seller or such other Person who has acquired such Purchased Assets. For greater certainty, the purchase price paid by the applicable Seller shall contribute from its own funds or such other Person to the extent that such contributions do not exceed the Reconstituted Servicing Fee, payable to the Seller Borrower for such prior month, any shortfall in the interest component thereof, such that one month’s interest Purchased Assets shall be deposited in the Custodial Account, (as defined in the Interim Servicing Agreement), prior to the remittance date of Transaction Account for application as the Reconstitution Agreement. The Seller’s obligation to remit payments of principal and interest shall continue through the liquidation of the Mortgaged Property on the related Mortgage Loan, or until such time that the Seller deems that any future advances of principal and interest would be otherwise non-recoverable. The Reconstituted Servicing Fee shall be .25% per annum times the outstanding principal balance of the Mortgage Loans included in the respective Securitization Transaction. (e) The Seller shall do all things necessary and required by a servicer who services Mortgage Loans under a Securitization Financing Transaction which is a REMIC (defined as a “real estate mortgage conduit” within the meaning Section 860D of the Internal Revenue Code of 1986, as it may be amended from time to time). (f) All Mortgage Loans not sold or transferred pursuant to a Securitization Transaction and any Mortgage Loans repurchased by the Purchaser, shall be subject to the Interim Servicing Agreement and shall continue to be serviced Prepayment Amount in accordance with this Section 5.40 and Section 2.03. The Borrower may execute and deliver to the terms of the Interim Servicing Agreement and with respect thereto the Interim Servicing Agreement shall remain in full force and effectapplicable Seller or such other Person who has acquired such Purchased Assets any documents that may reasonably be required to give further effect this Section.