Common use of Removal of Mortgage Loans Clause in Contracts

Removal of Mortgage Loans. from Inclusion under this Agreement upon a Whole Loan Transfer or a Pass-Through Transfer. The Servicer acknowledges and the Owner agrees that with respect to some or all of the Mortgage Loans, the Owner may effect either (1) one or more Whole Loan Transfers, or (2) one or more Pass-Through Transfers. The Servicer shall cooperate with the Owner in connection with any Whole Loan Transfer or Pass-Through Transfer contemplated by the Owner pursuant to this Section. In connection therewith, and without limitation, the Owner shall deliver any reconstitution agreement or other document related to the Whole Loan Transfer or Pass-Through Transfer to the Servicer at least 15 days prior to such transfer (or 30 days if such transfer is to take place in March, June, September or December) and the Servicer shall execute any such reconstitution agreement which contains provisions substantially similar to those herein or otherwise reasonably acceptable to the Owner and the Servicer and which restates the representations and warranties contained in Article III as of the date of transfer (except to the extent any such representation or warranty is not accurate on such date). With respect to each Whole Loan Transfer or Pass--Through Transfer, as the case may be, effected by the Owner, Owner (i) shall reimburse Servicer for all reasonable out-of-pocket third party costs and expenses related thereto and (ii) shall pay Servicer a reasonable amount representing time and effort expended by Servicer related thereto (which amount shall be reasonably agreed upon by Servicer and Owner prior to the expenditure of such time and effort); provided, however, that for each Whole Loan Transfer and/or Pass--Through Transfer, the sum of such amounts described in subsections (i) and (ii) above shall in no event exceed $5,000. For purposes of this paragraph, all Whole Loan Transfers and/or Pass--Through Transfers made to the same entity within the same accounting cycle shall be considered one Whole Loan Transfer or Pass--Through Transfer. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Pass-Through Transfer shall be subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto this Agreement shall remain in full force and effect.

Removal of Mortgage Loans. from Inclusion under Under this Agreement upon Upon an Agency Transfer, or a Pass_Through Transfer on One or More Reconstitution Dates. The Purchaser and the Company agree that with respect to any Pass_Through Transfer, Whole Loan Transfer or a Pass-Through Transfer. The Servicer acknowledges and the Owner agrees that with respect to some or all of the Mortgage LoansAgency Transfers, as applicable, the Owner may effect either (1) one or more Whole Loan Transfers, or (2) one or more Pass-Through Transfers. The Servicer Company shall cooperate with the Owner Purchaser in connection with any Whole Loan Transfer or Pass-Through Transfer contemplated by the Owner pursuant to this Section. In connection therewith, effecting such transfers and without limitation, the Owner shall deliver any reconstitution agreement or other document related to the Whole Loan Transfer or Pass-Through Transfer to the Servicer at least 15 days prior to such transfer (or 30 days if such transfer is to take place negotiate in March, June, September or December) good faith and the Servicer shall execute any Reconstitution Agreement required to effectuate the foregoing, provided that such reconstitution agreement which contains provisions substantially similar to those herein or otherwise Reconstitution Agreement shall be reasonably acceptable to the Owner and Company, shall not materially increase the Servicer and which restates the representations and warranties contained in Article III as Company's obligations or liabilities hereunder, nor diminish any of the date Company's rights and remedies, and provide to any master servicer or the trustee, as applicable, and/or the Purchaser any and all publicly available information and appropriate verification of transfer (except information which may be reasonably available to the extent any such representation Company, whether through letters of its auditors and counsel or warranty is not accurate on such date). With respect to each Whole Loan Transfer or Pass--Through Transferotherwise, as the case may bePurchaser, effected trustee or a master servicer shall reasonably request as to the related Mortgage Loans. Purchaser shall reimburse Company for any and all costs or expenses incurred by Company in complying with such requests for information for which the Company shall, if requested by the OwnerPurchaser, Owner (i) shall reimburse Servicer for all reasonable out-of-pocket third party costs and expenses related thereto and (ii) shall pay Servicer a reasonable amount representing time and effort expended by Servicer related thereto (which amount shall be reasonably agreed upon by Servicer and Owner prior to the expenditure of such time and effort)provide indemnification through an indemnification agreement or otherwise; provided, however, that each Purchaser and depositor shall indemnify the Company and its subsidiaries and affiliates for each Whole Loan Transfer and/or Pass--Through all information not specifically provided by the Company for inclusion in any disclosure statement. Such information may be included in any disclosure _ 49 _ document prepared in connection with the Pass_Through Transfer, the sum of such amounts described in subsections (i) and (ii) above shall in no event exceed $5,000. For purposes of this paragraph, all Whole Loan Transfers and/or Pass--Through Transfers made to the same entity within the same accounting cycle shall be considered one Whole Loan Transfer or Pass--Through Agency Transfer, as applicable. All Mortgage Loans The Company shall execute any Reconstitution Agreements required within a reasonable period of time after receipt of such agreements which time shall not sold or transferred pursuant to a Whole Loan Transfer or Pass-Through Transfer exceed ten (10) Business Days from the date of receipt of such Reconstitution Agreement. Nothing in this Section 7.01 shall be subject deemed to materially increase the Company's obligations or liabilities under this Agreement. Any Reconstitution Agreement and shall continue may require the Company to be serviced in accordance with the terms of this Agreement and remit premium payments with respect thereto this Agreement shall remain in full force and effect.to any LPMI Policy or "pool insurance policy" to the related insurer;

Removal of Mortgage Loans. from Inclusion under Under this Agreement upon a Whole Loan Transfer or Upon a Pass-Through TransferTransfer on One or More Reconstitution Dates. The Servicer acknowledges Purchaser and the Owner agrees Company agree that with respect to some or all of the Mortgage Loans, from time to time the Owner may Purchaser shall effect either (1) one or more a Whole Loan TransfersTransfer, or (2) one or more a Pass-Through TransfersTransfer or an Agency Transfer, retaining the Company as the servicer thereof, or as applicable the “seller/servicer”. On the related Reconstitution Date, the Mortgage Loans transferred shall cease to be covered by this Agreement. The Servicer Company shall cooperate with the Owner Purchaser in connection with any Whole Loan Transfer or Pass-Through Transfer contemplated by the Owner Purchaser pursuant to this SectionSection 7.01. In connection therewiththat connection, the Company shall (a) execute any Reconstitution Agreement within a reasonable period of time after receipt of any Reconstitution Agreement which time shall be sufficient for the Company and Company’s counsel to review such Reconstitution Agreement, but such time shall not exceed ten (10) Business Days after such receipt, and without limitation, the Owner shall deliver any reconstitution agreement or other document related (b) provide to the Whole Loan Transfer trustee or Pass-Through Transfer a third party purchaser, subject to any Reconstitution Agreement and/or the Purchaser: (i) any and all information and appropriate verification of information which may be reasonably available to the Servicer at least 15 days prior to such transfer Company, whether through letters of its auditors (or 30 days if such transfer is to take place in March, June, September or Decemberthe reasonable out-of-pocket cost of which shall be borne by the Purchaser) and counsel or otherwise, as the Servicer Purchaser shall execute any such reconstitution agreement which contains provisions substantially similar to those herein or otherwise reasonably acceptable to the Owner and the Servicer and which restates request; (ii) restate each of the representations and warranties contained set forth in Article III the Section 3.01 as of the date Closing Date, and (iii) such additional representations, warranties, covenants, opinions of transfer (except to counsel, letters from auditors, and certificates of public officials or officers of the extent Company as are reasonably believed necessary by the trustee, such third party purchaser, any such representation master servicer, any rating agency or warranty is not accurate on such date). With respect to each Whole Loan Transfer or Pass--Through Transferthe Purchaser, as the case may be, effected by the Owner, Owner (i) shall reimburse Servicer for all reasonable out-of-pocket third party costs and expenses related thereto and (ii) shall pay Servicer a reasonable amount representing time and effort expended by Servicer related thereto (which amount shall be reasonably agreed upon by Servicer and Owner prior to the expenditure of in connection with such time and effort)transactions; provided, however, that these items shall not be more onerous than such similar items set forth herein. The Assignments of Mortgage are generally required to be recorded by or on behalf of the Company in the appropriate offices for real property records; provided however, the Company shall not cause to be recorded any Assignment which relates to a Mortgage Loan in a jurisdiction where either the Rating Agencies (in the case of Agency or Pass-Through Transfers) or purchasers (in the case of Whole Loan Transfers) do not require recordation; provided further, however, notwithstanding the foregoing, upon the occurrence of certain events set forth in the pooling agreement (in the case of and Agency or Pass-Through Transfer), each such assignment of Mortgage shall be recorded by the master servicer or the trustee as set forth in the Reconstitution Agreement. Any costs associated with the recording of such Assignments of Mortgage and other relevant documents will be borne by the Company. In the event that Purchaser sells any Mortgage Loans in a Whole Loan Transfer and/or Pass--Through Transferand the subsequent purchaser requests recorded Assignments of Mortgage, the sum Company, shall at its expense cause to be recorded any Assignments of such amounts described in subsections (i) and (ii) above shall in no event exceed $5,000. For purposes of this paragraph, all Whole Loan Transfers and/or Pass--Through Transfers made to the same entity within the same accounting cycle shall be considered one Whole Loan Transfer or Pass--Through TransferMortgage. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Pass-Through Transfer and any Mortgage Loans repurchased by the Purchaser pursuant to Section 7.02 hereof, shall be subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto this Agreement shall remain in full force and effect. The Purchaser shall pay the Seller’s reasonable legal fees for the review of any matters related to a Transfer or Reconstitution Agreement and shall reimburse the Company for any out-of-pocket expenses incurred in connection with entering into any Reconstitution Agreement.