Common use of Certain Covenants of each Seller and the Servicer Clause in Contracts

Certain Covenants of each Seller and the Servicer. 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 30 days’ advance written notice to the related Seller or Sellers (it is agreed that electronic mail shall be considered valid notification if followed by a verbal communication by the Purchaser to the related Seller or Sellers), in re-selling the Mortgage Loans in a whole loan sale or in securitizing the Mortgage Loans and selling undivided interests in such Mortgage Loans in a public offering or private placement or selling participating interests in such Mortgage Loans, which steps may include, (a) providing any information relating to the Mortgage Loans reasonably necessary to assist in the preparation of any disclosure documents, (b) providing information relating to delinquencies and defaults with respect to the Servicer’s servicing portfolio (or such portion thereof as is similar to the Mortgage Loans), (c) entering into any other servicing, custodial or other similar agreements, that are consistent with the provisions of this Agreement, and which contain such provisions as are customary in securitizations rated “AAA” (including a securitization involving a REMIC) (a “Securitization”) (d) to restate the representations and warranties contained in Article III hereof as of the closing date of such Securitization or whole loan sale; provided, however, Servicer may qualify and/or modify any such representations and warranties to reflect any facts or circumstances arising subsequent to the related Funding Date, and (e) provide such opinions of counsel as are customary in such transactions, provided, however, that any opinion of outside counsel shall be provided at Purchaser’s expense. In connection with such a Securitization, the Purchaser may be required to engage a master servicer or trustee to determine the allocation of payments to and make remittances to the certificateholders, at the Purchaser’s sole cost and expense. In the event that a master servicer or trustee is requested by the Purchaser to determine the allocation of payments and to make remittances to the certificateholders, the Servicer agrees to service the Mortgage Loans in accordance with the reasonable and customary requirements of such Securitization, which may include the Servicer’s acting as a subservicer in a master servicing arrangement. With respect to the then owners of the Mortgage Loans, the Servicer shall thereafter deal solely with such master servicer or trustee, as the case may be with respect to such Mortgage Loans which are subject to the Securitization and shall not be required to deal with any other party with respect to such Mortgage Loans. The cost of such securitization shall be borne by the Purchaser, other than the Seller’s overhead or employees’ salaries.

Certain Covenants of each Seller and the Servicer. Without incurring undue effort or any cost except the Seller’s overhead or employeesemployees ’ salaries, each Seller shall take reasonable steps to assist the Purchaser, if the Purchaser so requests by 30 10 days’ advance written notice to the related Seller or Sellers (it is agreed provided that electronic mail shall be considered valid notification if followed by a verbal communication by in the event Purchaser to provides less than 10 days’ advance written notice, the related Seller or SellersSellers will use their best commercially reasonable efforts to assist the Purchaser), in re-selling the Mortgage Loans in a whole loan sale or in securitizing the Mortgage Loans and selling undivided interests in such Mortgage Loans in a public offering or private placement or selling participating interests in such Mortgage Loans, which steps may include, (a) providing any information relating to the Mortgage Loans reasonably necessary to assist in the preparation of any disclosure documents, (b) providing information relating to delinquencies and defaults with respect to the Servicer’s servicing portfolio (or such portion thereof as is similar to the Mortgage Loans), (c) entering into any other servicing, custodial or other similar agreements, that are consistent with the provisions of this Agreement, and which contain such provisions as are customary in securitizations rated “AAA” (including a securitization involving a REMIC) (a “Securitization”) ), (d) to restate the representations and warranties contained in Article III hereof as of the closing date of such Securitization or whole loan sale; provided, however, Servicer may qualify and/or modify any such representations and or warranties to reflect any facts or circumstances arising subsequent to the related Funding Date, and (e) provide such opinions of counsel as are customary in such transactions, provided, however, that any opinion of outside counsel shall be provided at Purchaser’s expense, (f) provide Sxxxxxxx-Xxxxx certification in the form of Exhibit 11 and (g) to indemnify the Purchaser and its affiliates for material misstatements or omissions contained (i) in such information provided by the Seller and (ii) on the Mortgage Loan Schedule (provided that Purchaser shall indemnify Seller for material misstatements or omissions contained in any offering document in connection with a Securitization (other than the information provided by the Seller)). In connection with such a Securitization, the Purchaser may be required to engage a master servicer or trustee to determine the allocation of payments to and make remittances to the certificateholders, at the Purchaser’s sole cost and expense. In the event that a master servicer or trustee is requested by the Purchaser to determine the allocation of payments and to make remittances to the certificateholders, the Servicer agrees to service the Mortgage Loans in accordance with the reasonable and customary requirements of such Securitization, which may include the Servicer’s acting as a subservicer in a master servicing arrangement. With respect to the then owners of the Mortgage Loans, the Servicer shall thereafter deal solely with such master servicer or trustee, as the case may be with respect to such Mortgage Loans which are subject to the Securitization and shall not be required to deal with any other party with respect to such Mortgage Loans. The cost of such securitization shall be borne by the Purchaser, other than the Seller’s overhead or employees’ salaries. With respect to each whole loan transfer and pass-through transfer, the Seller shall establish and maintain one or more Collection Accounts and Escrow Accounts with respect to the Mortgage Loans sold pursuant to such whole loan transfer or pass-through transfer, which accounts shall be established and maintained in addition to, and separate and apart from, any other Collection Account or Collection Accounts and Escrow Account or Escrow Accounts established and maintained pursuant to this Agreement. The sale or transfer of the Mortgage Loans pursuant to a whole loan transfer or pass-through transfer shall be deemed to create a separate and distinct servicing agreement by the Seller with respect to such Mortgage Loan or Loans. In connection therewith, the obligation of the Seller in respect of compensating interest payments for Prepayment Interest Shortfall Amounts with respect to the Mortgage Loans sold pursuant to a whole loan transfer or pass-through transfer, or sold pursuant to one whole loan transfer or pass-through transfer and separated by loan group (each, a “Loan Group”), shall accrue with respect to the related Mortgage Loans or Loan Group, and shall not be made on an aggregate basis with all of the Mortgage Loans purchased pursuant to or in connection with this Agreement or with the Mortgage Loans of a different Loan Group. In addition, any reimbursement of the Seller in respect of Monthly Advances, Servicing Advances and unreimbursed Servicing Fees shall be reimbursed first on a loan by loan basis and, if reimbursed out of general collections on the related Mortgage Loans, shall be reimbursed from collections on the Mortgage Loans sold pursuant to the related whole loan transfer or pass-through transfer or, with respect to Mortgage Loans sold pursuant to one whole loan transfer or pass-through transfer and separated by Loan Group, out of collections of the Mortgage Loans in the related Loan Group. The sale or transfer of the Mortgage Loans pursuant to a whole loan transfer or pass-through transfer shall be deemed to create a separate and distinct servicing agreement by the Seller with respect to such Mortgage Loan or Loans.

Certain Covenants of each Seller and the Servicer. Without incurring undue effort or any cost except the Seller’s 's overhead or employees’ ' salaries, each Seller shall take reasonable steps to assist the Purchaser, if the Purchaser so requests by 30 15 days’ ' advance written notice to the related Seller or Sellers (it is agreed that electronic mail shall not be considered valid notification if not followed by a verbal communication by the Purchaser to the related Seller or Sellers), in re-selling the Mortgage Loans in a whole loan sale or in securitizing the Mortgage Loans and selling undivided interests in such Mortgage Loans in a public offering or private placement or selling participating interests in such Mortgage Loans, which steps may include, (a) providing any information relating to the Mortgage Loans reasonably necessary to assist in the preparation of any disclosure documents, (b) providing information relating to delinquencies and defaults with respect to the Servicer’s 's servicing portfolio (or such portion thereof as is similar to the Mortgage Loans), (c) entering into any other servicing, custodial or other similar agreements, that are consistent with the provisions of this Agreement, and which contain such provisions as are customary in securitizations rated “"AAA” " (including a securitization involving a REMIC) (a “"Securitization”) "), (d) to restate restating the representations and warranties contained in Article III hereof as of the closing date of such Securitization or whole loan sale; provided, however, Servicer may qualify and/or modify any such representations and or warranties to reflect any facts or circumstances arising subsequent to the related Funding Date, and (e) provide providing such opinions of counsel as are customary in such transactions, provided, however, that any opinion of outside counsel shall be provided at Purchaser’s 's expense, (f) providing Xxxxxxxx-Xxxxx certifications in the form of Exhibit 11 (or in such other form so as to be consistent with the requirements of Regulation AB of the Securities Act of 1933, as amended ("Reg AB"), (g) following the effective date of Reg AB, (i) providing at the request of the Purchaser information reasonably available to the Seller or Servicer required to be disclosed under Reg AB in connection with a Securitization and (ii) complying with the servicer reporting and other requirements applicable to servicers under Reg AB in connection with a Securitization and (h) provide at the request of the Purchaser customary indemnifications contained in Securitizations relating to disclosure provided by the Sellers and Servicer, the Xxxxxxxx-Xxxxx certification and failure to comply with the applicable Securitization agreements and the provisions of Reg AB applicable to servicers. In connection with such a Securitization, the Purchaser may be required to engage a master servicer or trustee to determine the allocation of payments to and make remittances to the certificateholders, at the Purchaser’s 's sole cost and expense. In the event that a master servicer or trustee is requested by the Purchaser to determine the allocation of payments and to make remittances to the certificateholders, the Servicer agrees to service the Mortgage Loans in accordance with the reasonable and customary requirements of such Securitization, which may include the Servicer’s 's acting as a subservicer in a master servicing arrangement. With respect to the then owners of the Mortgage Loans, the Servicer shall thereafter deal solely with such master servicer or trustee, as the case may be be, with respect to such Mortgage Loans which are subject to the Securitization and shall not be required to deal with any other party with respect to such Mortgage Loans. The cost of such securitization Securitization shall be borne by the Purchaser, other than the Seller’s 's overhead or employees’ ' salaries.. In the event the Purchaser has elected to have the Servicer hold record title to the Mortgages, the Servicer shall prepare an Assignment in blank or to the trustee from the Servicer acceptable to the Purchaser or the trustee for each Mortgage Loan that is part of the whole loan sale or Securitization. The Servicer shall pay all preparation and recording costs associated therewith if the Assignments have not been previously prepared and recorded in Purchaser's name. The Servicer shall execute each Assignment, track such Assignments to ensure they have been recorded and deliver them as required by the Purchaser or the trustee 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 pooling and servicing agreements. All Mortgage Loans not sold or transferred pursuant to whole loan sale or Securitization shall remain subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto this Agreement shall remain in full force and effect

Certain Covenants of each Seller and the Servicer. Without incurring undue effort or any cost except the Seller’s 's overhead or employees’ ' salaries, each Seller shall take reasonable steps to assist the Purchaser, if the Purchaser so requests by 30 days’ advance written notice to the related Seller or Sellers (it is agreed that electronic mail shall be considered valid notification if followed by a verbal communication by the Purchaser to the related Seller or Sellers)requests, in re-selling the Mortgage Loans in a whole loan sale or in securitizing the Mortgage Loans and selling undivided interests in such Mortgage Loans in a public offering or private placement or selling participating interests in such Mortgage Loans, which steps may include, (a) providing any information relating to the Mortgage Loans reasonably necessary to assist in the preparation of any disclosure documents, (b) providing information relating to delinquencies and defaults with respect to the Servicer’s 's servicing portfolio (or such portion thereof as is similar to the Mortgage Loans), (c) entering into any other servicing, custodial or other similar agreements, that are consistent with the provisions of this Agreement, and which contain such provisions as are customary in securitizations rated “"AAA” " (including a securitization involving a REMIC) (a “"Securitization”) "), and (d) providing as of the date of such securitization representations and warranties as to restate the Seller and the Mortgage Loans, which are consistent with the representations and warranties contained in Article III hereof as of the closing date of such Securitization or whole loan sale; providedthis Agreement, howeverbut modified, Servicer may qualify and/or modify any such representations and warranties if necessary, to reflect any facts or circumstances arising subsequent to changes since the related Funding Date, and (e) provide such opinions of counsel as are customary in such transactions, provided, however, that any opinion of outside counsel shall be provided at Purchaser’s expense. In connection with such a Securitization, the Purchaser may be required to engage a master servicer or trustee to determine the allocation of payments to and make remittances to the certificateholders, at the Purchaser’s 's sole cost and expense. In the event that a master servicer or trustee is requested by the Purchaser to determine the allocation of payments to and to make remittances to the certificateholderscertificateholders is requested by the Purchaser, the Servicer agrees to service the Mortgage Loans in accordance with the reasonable and customary requirements of such Securitization, which may include the Servicer’s 's acting as a subservicer in a master servicing arrangement. With respect to the then owners of the Mortgage Loans, the Servicer shall thereafter deal solely with such master servicer or trustee, as the case may be with respect to such Mortgage Loans which are subject to the Securitization and shall not be required to deal with any other party with respect to such Mortgage Loans. .The cost of such securitization shall be borne by the Purchaser, other than the Seller’s 's overhead or employees’ ' salaries.

Certain Covenants of each Seller and the Servicer. Without incurring undue effort or any cost except the Seller’s overhead or employeesemployees ’ salaries, each Seller shall take reasonable steps to assist the Purchaser, if the Purchaser so requests by 30 days’ advance written notice to the related Seller or Sellers (it is agreed that electronic mail shall be considered valid notification if followed by a verbal communication by the Purchaser to the related Seller or Sellers), in re-selling the Mortgage Loans in a whole loan sale or in securitizing the Mortgage Loans and selling undivided interests in such Mortgage Loans in a public offering or private placement or selling participating interests in such Mortgage Loans, which steps may include, (a) providing any information relating to the Mortgage Loans reasonably necessary to assist in the preparation of any disclosure documents, (b) providing information relating to delinquencies and defaults with respect to the Servicer’s servicing portfolio (or such portion thereof as is similar to the Mortgage Loans), (c) entering into any other servicing, custodial or other similar agreements, that are consistent with the provisions of this Agreement, and which contain such provisions as are customary in securitizations rated “AAA” (including a securitization involving a REMICREMIC or CMO) (a “Securitization”) and (d) to restate the representations and warranties contained in Article III hereof as of the closing date of such Securitization or whole loan sale; provided, however, Servicer may qualify and/or modify any such representations and warranties to reflect any facts or circumstances arising subsequent to the related Funding Date, and (e) provide such opinions of counsel as are customary in such transactions, provided, however, that any opinion of outside counsel shall be provided at Purchaser’s expense. In connection with such a Securitization, the Purchaser may be required to engage a master servicer or trustee to determine the allocation of payments to and make remittances to the certificateholders, at the Purchaser’s sole cost and expense. In the event that a master servicer or trustee is requested by the Purchaser to determine the allocation of payments and to make remittances to the certificateholders, the Servicer agrees to service the Mortgage Loans in accordance with the reasonable and customary requirements of such Securitization, which may include the Servicer’s acting as a subservicer in a master servicing arrangement. With respect to the then owners of the Mortgage Loans, the Servicer shall thereafter deal solely with such master servicer or trustee, as the case may be with respect to such Mortgage Loans which are subject to the Securitization and shall not be required to deal with any other party with respect to such Mortgage Loans. The cost of such securitization shall be borne by the Purchaser, other than the Seller’s overhead or employees’ salaries.

Certain Covenants of each Seller and the Servicer. Without incurring undue effort or any cost except the Seller’s 's overhead or employees’ employees ' salaries, each Seller shall take reasonable steps to assist the Purchaser, if the Purchaser so requests by 30 days’ ' advance written notice to the related Seller or Sellers (it is agreed that electronic mail shall be considered valid notification if followed by a verbal communication by the Purchaser to the related Seller or Sellers), in re-selling the Mortgage Loans in a whole loan sale or in securitizing the Mortgage Loans and selling undivided interests in such Mortgage Loans in a public offering or private placement or selling participating interests in such Mortgage Loans, which steps may include, (a) providing any information relating to the Mortgage Loans reasonably necessary to assist in the preparation of any disclosure documents, (b) providing information relating to delinquencies and defaults with respect to the Servicer’s 's servicing portfolio (or such portion thereof as is similar to the Mortgage Loans), (c) entering into any other servicing, custodial or other similar agreements, that are consistent with the provisions of this Agreement, and which contain such provisions as are customary in securitizations rated “"AAA” " (including a securitization involving a REMIC) (a “"Securitization”") and (d) to restate the representations and warranties contained in Article III hereof as of the closing date of such Securitization or whole loan sale; provided, however, Servicer may qualify and/or modify any such representations and or warranties to reflect any facts or circumstances arising subsequent to the related Funding Date, and (e) provide such opinions of counsel as are customary in such transactions, provided, however, that any opinion of outside counsel shall be provided at Purchaser’s 's expense. In connection with such a Securitization, the Purchaser may be required to engage a master servicer or trustee to determine the allocation of payments to and make remittances to the certificateholders, at the Purchaser’s 's sole cost and expense. In the event that a master servicer or trustee is requested by the Purchaser to determine the allocation of payments and to make remittances to the certificateholders, the Servicer agrees to service the Mortgage Loans in accordance with the reasonable and customary requirements of such Securitization, which may include the Servicer’s 's acting as a subservicer in a master servicing arrangement. With respect to the then owners of the Mortgage Loans, the Servicer shall thereafter deal solely with such master servicer or trustee, as the case may be with respect to such Mortgage Loans which are subject to the Securitization and shall not be required to deal with any other party with respect to such Mortgage Loans. The cost of such securitization shall be borne by the Purchaser, other than the Seller’s 's overhead or employees’ ' salaries.

Certain Covenants of each Seller and the Servicer. Without incurring undue effort or any cost except the Seller’s 's overhead or employees’ " salaries, each Seller shall take reasonable steps to assist the Purchaser, if the Purchaser so requests by 30 days’ advance written notice to the related Seller or Sellers (it is agreed that electronic mail shall be considered valid notification if followed by a verbal communication by the Purchaser to the related Seller or Sellers)requests, in re-selling the Mortgage Loans in a whole loan sale or in securitizing the Mortgage Loans and selling undivided interests in such Mortgage Loans in a public offering or private placement or selling participating interests in such Mortgage Loans, which steps may include, (a) providing any information relating to the Mortgage Loans reasonably necessary to assist in the preparation of any disclosure documents, (bb ) providing information relating to delinquencies and defaults with respect to the Servicer’s Service servicing portfolio (or such portion thereof as is similar to the Mortgage Loans), (c) entering into any other servicing, custodial or other similar agreements, that are consistent with the provisions of this Agreement, and which contain such provisions as are customary in securitizations rated “"AAA” " (including a securitization involving a REMIC) (a “"Securitization”) "), and (d) providing as of the date of such securitization representations and warranties as to restate the Seller and the Mortgage Loans, which are consistent with the representations and warranties contained in Article III hereof as of the closing date of such Securitization or whole loan sale; providedthis Agreement, howeverbut modified, Servicer may qualify and/or modify any such representations and warranties if necessary, to reflect any facts or circumstances arising subsequent to changes since the related Funding Date, and (e) provide such opinions of counsel as are customary in such transactions, provided, however, that any opinion of outside counsel shall be provided at Purchaser’s expense. In connection with such a Securitization, the Purchaser may be required to engage a master servicer or trustee to determine the allocation of payments to and make remittances to the certificateholders, at the Purchaser’s 's sole cost and expense. In the event that a master servicer or trustee is requested by the Purchaser to determine the allocation of payments to and to make remittances to the certificateholderscertificateholders is requested by the Purchaser, the Servicer agrees to service the Mortgage Loans in accordance with the reasonable and customary requirements of such Securitization, which may include the Servicer’s Service acting as a subservicer in a master servicing arrangement. With respect to the then owners of the Mortgage Loans, the Servicer shall thereafter deal solely with such master servicer or trustee, as the case may be with respect to such Mortgage Loans which are subject to the Securitization and shall not be required to deal with any other party with respect to such Mortgage Loans. The cost of such securitization shall be borne by the Purchaser, other than the Seller’s 's overhead or employees’ " salaries.

Certain Covenants of each Seller and the Servicer. Without incurring undue effort or any cost except the Seller’s overhead or employeesemployees ’ salaries, each Seller shall take reasonable steps to assist the Purchaser, if the Purchaser so requests by 30 days’ advance written notice to the related Seller or Sellers (it is agreed that electronic mail shall not be considered valid notification if not followed by a verbal communication by the Purchaser to the related Seller or Sellers), in re-selling the Mortgage Loans in a whole loan sale or in securitizing the Mortgage Loans and selling undivided interests in such Mortgage Loans in a public offering or private placement or selling participating interests in such Mortgage Loans, which steps may include, (a) providing any information relating to the Mortgage Loans reasonably necessary to assist in the preparation of any disclosure documents, (b) providing information relating to delinquencies and defaults with respect to the Servicer’s servicing portfolio (or such portion thereof as is similar to the Mortgage Loans), (c) entering into any other servicing, custodial or other similar agreements, that are consistent with the provisions of this Agreement, and which contain such provisions as are customary in securitizations rated “AAA” (including a securitization involving a REMIC) (a “Securitization”) , (d) to restate the representations and warranties contained in Article III hereof as of the closing date of such Securitization or whole loan sale; provided, however, Servicer may qualify and/or modify any such representations and or warranties to reflect any facts or circumstances arising subsequent to the related Funding Date, and (e) provide such opinions of counsel as are customary in such transactions, provided, however, that any opinion of outside counsel shall be provided at Purchaser’s expenseexpense and (f) provide Xxxxxxxx-Xxxxx certification in the form of Exhibit 11. In connection with such a Securitization, the Purchaser may be required to engage a master servicer or trustee to determine the allocation of payments to and make remittances to the certificateholders, at the Purchaser’s sole cost and expense. In the event that a master servicer or trustee is requested by the Purchaser to determine the allocation of payments and to make remittances to the certificateholders, the Servicer agrees to service the Mortgage Loans in accordance with the reasonable and customary requirements of such Securitization, which may include the Servicer’s acting as a subservicer in a master servicing arrangement. With respect to the then owners of the Mortgage Loans, the Servicer shall thereafter deal solely with such master servicer or trustee, as the case may be with respect to such Mortgage Loans which are subject to the Securitization and shall not be required to deal with any other party with respect to such Mortgage Loans. The cost of such securitization shall be borne by the Purchaser. Without limiting the foregoing, other than in connection with each Securitization Transaction, Purchaser shall pay Servicer a fee in the Seller’s overhead or employees’ salariesamount of $1,500.00, and, to the extent the Servicer deems it necessary to retain outside counsel, reimburse Servicer for all reasonable legal fees and expenses incurred by the Servicer.

Certain Covenants of each Seller and the Servicer. Without incurring undue effort or any cost except the Seller’s overhead or employees’ employees ‘ salaries, each Seller shall take reasonable steps to assist the Purchaser, if the Purchaser so requests by 30 days’ advance written notice to the related Seller or Sellers (it is agreed that electronic mail shall be considered valid notification if followed by a verbal communication by the Purchaser to the related Seller or Sellers), in re-selling the Mortgage Loans in a whole loan sale or in securitizing the Mortgage Loans and selling undivided interests in such Mortgage Loans in a public offering or private placement or selling participating interests in such Mortgage Loans, which steps may include, (a) providing any information relating to the Mortgage Loans reasonably necessary to assist in the preparation of any disclosure documents, (b) providing information relating to delinquencies and defaults with respect to the Servicer’s servicing portfolio (or such portion thereof as is similar to the Mortgage Loans), (c) entering into any other servicing, custodial or other similar agreements, that are consistent with the provisions of this Agreement, and which contain such provisions as are customary in securitizations rated “AAA” (including a securitization involving a REMICREMIC or CMO) (a “Securitization”) and (d) to restate the representations and warranties contained in Article III hereof as of the closing date of such Securitization or whole loan sale; provided, however, Servicer may qualify and/or modify any such representations and warranties to reflect any facts or circumstances arising subsequent to the related Funding Date, and (e) provide such opinions of counsel as are customary in such transactions, provided, however, that any opinion of outside counsel shall be provided at Purchaser’s expense. In connection with such a Securitization, the Purchaser may be required to engage a master servicer or trustee to determine the allocation of payments to and make remittances to the certificateholders, at the Purchaser’s sole cost and expense. In the event that a master servicer or trustee is requested by the Purchaser to determine the allocation of payments and to make remittances to the certificateholders, the Servicer agrees to service the Mortgage Loans in accordance with the reasonable and customary requirements of such Securitization, which may include the Servicer’s acting as a subservicer in a master servicing arrangement. With respect to the then owners of the Mortgage Loans, the Servicer shall thereafter deal solely with such master servicer or trustee, as the case may be with respect to such Mortgage Loans which are subject to the Securitization and shall not be required to deal with any other party with respect to such Mortgage Loans. The cost of such securitization shall be borne by the Purchaser, other than the Seller’s overhead or employees’ salaries.

Certain Covenants of each Seller and the Servicer. 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 30 days’ advance written notice to the related Seller or Sellers (it is agreed that electronic mail shall be considered valid notification if followed by a verbal communication by the Purchaser to the related Seller or Sellers), in re-selling the Mortgage Loans in a whole loan sale or in securitizing the Mortgage Loans and selling undivided interests in such Mortgage Loans in a public offering or private placement or selling participating interests in such Mortgage Loans, which steps may include, (a) providing any information relating to the Mortgage Loans reasonably necessary to assist in the preparation of any disclosure documents, (b) providing information relating to delinquencies and defaults with respect to the Servicer’s servicing portfolio (or such portion thereof as is similar to the Mortgage Loans), (c) entering into any other servicing, custodial or other similar agreements, that are consistent with the provisions of this Agreement, and which contain such provisions as are customary in securitizations rated “AAA” (including a securitization involving a REMIC) (a “Securitization”) and (d) to restate the representations and warranties contained in Article III hereof as of the closing date of such Securitization or whole loan sale; provided, however, Servicer may qualify and/or modify any such representations and warranties to reflect any facts or circumstances arising subsequent to the related Funding Date, and (e) provide such opinions of counsel as are customary in such transactions, provided, however, that any opinion of outside counsel shall be provided at Purchaser’s expense, and (e) to restate the representations and warranties set forth in this Agreement, except for the following which will be restated as of the applicable Funding Date, in Section 3.03(4) Payments Current, (20) Mechanic’s Liens, (21) Location of Improvements: No Encroachments, (25) Mortgage Property Undamaged; No Condemnation, (31) Occupancy and (54) regarding “high cost” loans, as of the settlement or closing date in connection with such sale or securitization (each, a “Reconstitution Date”) or make the representations and warranties set forth in the related selling/servicing guide of the issuer, or such representations and warranties as may be required by any Rating Agency or prospective purchaser of the related securities or such Mortgage Loans, in connection with such sale or securitization. In connection with such a Securitization, the Purchaser may be required to engage a master servicer or trustee to determine the allocation of payments to and make remittances to the certificateholderscertificate holders, at the Purchaser’s sole cost and expense. In the event that a master servicer or trustee is requested by the Purchaser to determine the allocation of payments and to make remittances to the certificateholders, the Servicer agrees to service the Mortgage Loans in accordance with the reasonable and customary requirements of such Securitization, which may include the Servicer’s acting as a subservicer in a master servicing arrangement. With respect to the then owners of the Mortgage Loans, the Servicer shall thereafter deal solely with such master servicer or trustee, as the case may be with respect to such Mortgage Loans which are subject to the Securitization and shall not be required to deal with any other party with respect to such Mortgage Loans. The cost of such securitization shall be borne by the Purchaser, other than the Seller’s overhead or employees’ salaries. In the event of a Securitization the applicable Seller shall 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 Underwriting Guidelines set forth in any offering document prepared in connection with any Reconstitution. 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 were previously the “Purchasers” under this Agreement.

Certain Covenants of each Seller and the Servicer. Without incurring undue effort or any cost except the Seller’s 's overhead or employees’ employees ' salaries, each Seller shall take reasonable steps to assist the Purchaser, if the Purchaser so requests by 30 days’ ' advance written notice to the related Seller or Sellers (it is agreed that electronic mail shall be considered valid notification if followed by a verbal communication by the Purchaser to the related Seller or Sellers), in re-selling the Mortgage Loans in a whole loan sale or in securitizing the Mortgage Loans and selling undivided interests in such Mortgage Loans in a public offering or private placement or selling participating interests in such Mortgage Loans, which steps may include, (a) providing any information relating to the Mortgage Loans reasonably necessary to assist in the preparation of any disclosure documents, (b) providing information relating to delinquencies and defaults with respect to the Servicer’s 's servicing portfolio (or such portion thereof as is similar to the Mortgage Loans), (c) entering into any other servicing, custodial or other similar agreements, that are consistent with the provisions of this Agreement, and which contain such provisions as are customary in securitizations rated “"AAA” " (including a securitization involving a REMIC) (a “"Securitization”") and (d) to restate the representations and warranties contained in Article III hereof as of the closing date of such Securitization or whole loan sale; provided, however, Servicer may qualify and/or modify any such representations and warranties to reflect any facts or circumstances arising subsequent to the related Funding Date, and (e) provide such opinions of counsel as are customary in such transactions, provided, however, that any opinion of outside counsel shall be provided at Purchaser’s expense's expense.and (e) to restate the representations and warranties set forth in this Agreement, except for the following which will be restated as of the applicable Funding Date, in Section 3.03 (4) Payments Current, (20) Mechanic's Liens, (21) Location of Improvements: No Encroachments, (25) Mortgage Property Undamaged; No Condemnation, (31) Occupancy and (57) regarding "high cost" loans, as of the settlement or closing date in connection with such sale or securitization (each, a "Reconstitution Date") or make the representations and warranties set forth in the related selling/servicing guide of the issuer, or such representations and warranties as may be required by any Rating Agency or prospective purchaser of the related securities or such Mortgage Loans, in connection with such sale or securitization. In connection with such a Securitization, the Purchaser may be required to engage a master servicer or trustee to determine the allocation of payments to and make remittances to the certificateholders, at the Purchaser’s 's sole cost and expense. In the event that a master servicer or trustee is requested by the Purchaser to determine the allocation of payments and to make remittances to the certificateholders, the Servicer agrees to service the Mortgage Loans in accordance with the reasonable and customary requirements of such Securitization, which may include the Servicer’s 's acting as a subservicer in a master servicing arrangement. With respect to the then owners of the Mortgage Loans, the Servicer shall thereafter deal solely with such master servicer or trustee, as the case may be with respect to such Mortgage Loans which are subject to the Securitization and shall not be required to deal with any other party with respect to such Mortgage Loans. The cost of such securitization shall be borne by the Purchaser, other than the Seller’s 's overhead or employees’ ' salaries. In the event of a Securitization the applicable Seller shall 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 Underwriting Guidelines set forth in any offering document prepared in connection with any Reconstitution. 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 were previously the "Purchasers" under this Agreement.

Certain Covenants of each Seller and the Servicer. Without incurring undue effort or any unreasonable out-of-pocket cost except the Seller’s overhead or employeesemployees ’ salaries, each Seller shall take reasonable steps to assist the Purchaser, if the Purchaser so requests by 30 days’ advance written notice to the related Seller or Sellers (it is agreed that electronic mail shall be considered valid notification if followed by a verbal communication by the Purchaser to the related Seller or Sellers), in re-selling the Mortgage Loans in a whole loan sale or in securitizing the Mortgage Loans and selling undivided interests in such Mortgage Loans in a public offering or private placement or selling participating interests in such Mortgage Loans, which steps may include, (a) providing any information relating to the Mortgage Loans reasonably necessary to assist in the preparation of any disclosure documents, (b) providing information relating to delinquencies and defaults with respect to the Servicer’s servicing portfolio (or such portion thereof as is similar to the Mortgage Loans), (c) entering into any other servicing, custodial or other similar agreements, that are consistent with the provisions of this Agreement, and which contain such provisions as are customary in securitizations rated “AAA” (including a securitization involving a REMIC) (a “Securitization”) and (d) to restate the representations and warranties contained in Article III hereof as of the closing date of such Securitization or whole loan sale; provided, however, Servicer may qualify and/or modify any such representations and warranties to reflect any facts or circumstances arising subsequent to the related Funding Date, and (e) provide such opinions Opinions of counsel Counsel as are customary in such transactions, provided, however, that any opinion of outside counsel shall be provided at Purchaser’s expense. In connection with such a Securitization, the Purchaser may be required to engage a master servicer or trustee to determine the allocation of payments to and make remittances to the certificateholders, at the Purchaser’s sole cost and expense. In the event that a master servicer or trustee is requested by the Purchaser to determine the allocation of payments and to make remittances to the certificateholders, the Servicer agrees to service the Mortgage Loans in accordance with the reasonable and customary requirements of such Securitization, which may include the Servicer’s acting as a subservicer in a master servicing arrangement. With respect to the then owners of the Mortgage Loans, the Servicer shall thereafter deal solely with such master servicer or trustee, as the case may be with respect to such Mortgage Loans which are subject to the Securitization and shall not be required to deal with any other party with respect to such Mortgage Loans. The reasonable out-of-pocket cost of such securitization securitization, not to exceed $5000, shall be borne by the Purchaser, other than the Seller’s overhead or employees’ salaries.

Certain Covenants of each Seller and the Servicer. Without incurring undue effort or any cost except the Seller’s 's overhead or employees’ ' salaries, each Seller shall take reasonable steps to assist the Purchaser, if the Purchaser so requests by 30 days’ advance written notice to the related Seller or Sellers (it is agreed that electronic mail shall be considered valid notification if followed by a verbal communication by the Purchaser to the related Seller or Sellers)requests, in re-selling the Mortgage Loans in a whole loan sale or in securitizing the Mortgage Loans and selling undivided interests in such Mortgage Loans in a public offering or private placement or selling participating interests in such Mortgage Loans, which steps may include, (a) providing any information relating to the Mortgage Loans reasonably necessary to assist in the preparation of any disclosure documents, (b) providing information relating to delinquencies and defaults with respect to the Servicer’s 's servicing portfolio (or such portion thereof as is similar to the Mortgage Loans), (c) entering into any other servicing, custodial or other similar agreements, that are consistent with the provisions of this Agreement, and which contain such provisions as are customary in securitizations rated “"AAA” " (including a securitization involving a REMIC) (a “"Securitization”) "), and (d) providing as of the date of such securitization representations and warranties as to restate the Seller and the Mortgage Loans, which are consistent with the representations and warranties contained in Article III hereof as of the closing date of such Securitization or whole loan sale; providedthis Agreement, howeverbut modified, Servicer may qualify and/or modify any such representations and warranties if necessary, to reflect any facts or circumstances arising subsequent changes since the Funding Date and also providing such reasonable and customary indemnification to the related Funding Date, and (e) provide such opinions of counsel as are customary in such transactions, provided, however, that any opinion of outside counsel shall be provided at Purchaser’s expensePurchaser or its affiliates. In connection with such a Securitization, the Purchaser may be required to engage a master servicer or trustee to determine the allocation of payments to and make remittances to the certificateholders, at the Purchaser’s 's sole cost and expense. In the event that a master servicer or trustee is requested by the Purchaser to determine the allocation of payments to and to make remittances to the certificateholderscertificateholders is requested by the Purchaser, the Servicer agrees to service the Mortgage Loans in accordance with the reasonable and customary requirements of such Securitization, which may include the Servicer’s 's acting as a subservicer in a master servicing arrangement. With respect to the then owners of the Mortgage Loans, the Servicer shall thereafter deal solely with such master servicer or trustee, as the case may be with respect to such Mortgage Loans which are subject to the Securitization and shall not be required to deal with any other party with respect to such Mortgage Loans. .The cost of such securitization shall be borne by the Purchaser, other than the Seller’s 's overhead or employees’ ' salaries.

Certain Covenants of each Seller and the Servicer. Without incurring undue effort or any cost except the Seller’s 's overhead or employees’ ' salaries, each Seller shall take reasonable steps to assist the Purchaser, if the Purchaser so requests by 30 days’ ' advance written notice to the related Seller or Sellers (it is agreed that electronic mail shall be considered valid notification if followed by a verbal communication by the Purchaser to the related Seller or Sellers), in re-selling the Mortgage Loans in a whole loan sale or in securitizing the Mortgage Loans and selling undivided interests in such Mortgage Loans in a public offering or private placement or selling participating interests in such Mortgage Loans, which steps may include, (a) providing any information relating to the Mortgage Loans reasonably necessary to assist in the preparation of any disclosure documents, (b) providing information relating to delinquencies and defaults with respect to the Servicer’s 's servicing portfolio (or such portion thereof as is similar to the Mortgage Loans), (c) entering into any other servicing, custodial or other similar agreements, that are consistent with the provisions of this Agreement, and which contain such provisions as are customary in securitizations rated “"AAA” " (including a securitization involving a REMIC) (a “"Securitization”") (d) to restate the representations and warranties contained in Article III hereof as of the closing date of such Securitization or whole loan sale; provided, however, Servicer may qualify and/or modify any such representations and warranties to reflect any facts or circumstances arising subsequent to the related Funding Date, and (e) provide such opinions of counsel as are customary in such transactions, provided, however, that any opinion of outside counsel shall be provided at Purchaser’s 's expense. In connection with such a Securitization, the Purchaser may be required to engage a master servicer or trustee to determine the allocation of payments to and make remittances to the certificateholders, at the Purchaser’s 's sole cost and expense. In the event that a master servicer or trustee is requested by the Purchaser to determine the allocation of payments and to make remittances to the certificateholders, the Servicer agrees to service the Mortgage Loans in accordance with the reasonable and customary requirements of such Securitization, which may include the Servicer’s 's acting as a subservicer in a master servicing arrangement. With respect to the then owners of the Mortgage Loans, the Servicer shall thereafter deal solely with such master servicer or trustee, as the case may be with respect to such Mortgage Loans which are subject to the Securitization and shall not be required to deal with any other party with respect to such Mortgage Loans. The cost of such securitization shall be borne by the Purchaser, other than the Seller’s 's overhead or employees’ ' salaries.