Common use of Securitization Transaction Clause in Contracts

Securitization Transaction. The Purchaser and the Seller acknowledge and agree that the purpose of Sections 3.02(b), 4.04, 4.05, 4.07, 5.03, 6.04, 8.01(b) and 10.08 of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Seller acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Seller acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Purchaser or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, any Subservicer and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. The Purchaser (including any of its assignees or designees) shall cooperate with the Seller by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Purchaser’s reasonable judgment, to comply with Regulation AB. In addition, any notice or request that must be “in writing” or “written” may be made in mutually acceptable electronic format. The Purchaser shall indemnify the Seller and its Affiliates and the respective directors, officers, employees and agents of each of the foregoing, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon (1) any untrue statement of a material fact contained or alleged to be contained in any offering materials related to a Securitization Transaction, including without limitation the registration statement, prospectus, prospectus supplement, any private placement memorandum, any offering circular, any computational materials, and any amendments or supplements to the foregoing (collectively, the “Securitization Materials”) or (2) the omission or alleged omission to state in the Securitization Materials a material fact required to be stated in the Securitization Materials or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is other than a statement or omission arising out of, resulting from, or based upon the Seller Information.

Securitization Transaction. Section 9.1 Removal of Mortgage Loans from Inclusion Under this Agreement Upon a Securitization Transaction. The Purchaser and the Seller acknowledge and Company agree that with respect to some or all of the purpose Mortgage Loans, the Purchaser, at its sole option, shall effect up to four Whole Loan Transfers or Securitization Transactions, retaining the Company as the servicer thereof or subservicer if a master servicer is employed, or as applicable the “seller/servicer”. From and after the Reconstitution Date, the Mortgage Loans transferred shall remain covered by this Agreement, insofar as the Company shall continue to service such Mortgage Loans on behalf of Sections 3.02(b), 4.04, 4.05, 4.07, 5.03, 6.04, 8.01(b) the Purchaser in accordance with the terms and 10.08 provisions of this Agreement is to facilitate compliance by Agreement. The Company shall cooperate with the Purchaser in connection with each Whole Loan Transfer or Securitization Transaction in accordance with this Section 9.1. In connection therewith the Company shall: (a) make all representations and any Depositor warranties with respect to the provisions of Regulation AB and related rules and regulations Mortgage Loans as of the Commission. Although Regulation AB is applicable by its terms only related Closing Date and with respect to offerings of asset-backed securities that are registered under the Securities Act, the Seller acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations Company itself as of the Commission thereunder closing date of each Whole Loan Transfer or Securitization Transaction; (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Seller acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Purchaser or any Depositor b) negotiate in good faith for delivery of information under these provisions and execute any seller/servicer agreements required by the shelf registrant to effectuate the foregoing provided such agreements create no greater obligation or cost on the basis part of evolving interpretations of Regulation AB. In the Company than otherwise set forth in this Agreement; (c) cooperate with the Purchaser, the depositor and the trustee to satisfy, in connection with any Securitization Transaction, the Seller shall cooperate fully applicable trust’s reporting obligations under the Exchange Act and Applicable Law; (d) represent to the Purchaser, the depositor, the trustee, and the initial purchaser of the securities issued in connection with any Securitization Transaction that: (1) that the Company has serviced the Mortgage Loans in accordance with the Purchaser terms of this Agreement, and has otherwise complied with all covenants and obligations hereunder, and (2) that the Company has taken no action that would, nor omitted to deliver take any required action the omission of which would, have the effect of impairing the mortgage insurance or guarantee on the Mortgage Loans. The Company also agrees to represent the accuracy of any information provided to the Purchaser by the Company for inclusion in any prospectus supplement, offering memorandum or term sheet prepare in connection with any Securitization Transactions; (including e) deliver an opinion of counsel (which can be an opinion of in-house counsel to the Company) reasonably acceptable to the Purchaser; provided that any of its assignees or designeesout-of-pocket, third party expenses incurred by the Company in connection with the foregoing shall be paid by the Purchaser; (f) and any Depositor, provide as applicable: (i) any and all statementsinformation and appropriate verification of information which may be reasonably available to the Company, reportswhether through letters of its auditors and counsel or otherwise, certifications, records and any other information necessary in the good faith determination of as the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, any Subservicer and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. The Purchaser (including any of its assignees or designees) shall cooperate with the Seller by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Purchaser’s reasonable judgment, to comply with Regulation AB. In addition, any notice or request that must be “in writing” or “written” may be made in mutually acceptable electronic format. The Purchaser shall indemnify the Seller and its Affiliates and the respective directors, officers, employees and agents of each of the foregoing, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon (1) any untrue statement of a material fact contained or alleged to be contained in any offering materials related to a Securitization Transaction, including without limitation the registration statement, prospectus, prospectus supplement, any private placement memorandum, any offering circular, any computational materials, and any amendments or supplements to the foregoing (collectively, the “Securitization Materials”) or (2) the omission or alleged omission to state in the Securitization Materials a material fact required to be stated in the Securitization Materials or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is other than a statement or omission arising out of, resulting from, or based upon the Seller Information.request;

Securitization Transaction. Section 9.1. Removal of Mortgage Loans from Inclusion Under this Agreement Upon a Securitization Transaction. The Purchaser and the Seller acknowledge and Company agree that with respect to some or all of the purpose Mortgage Loans, the Purchaser, at its sole option, shall effect up to four Whole Loan Transfers or Securitization Transactions per pool of Sections 3.02(b)Mortgage Loans, 4.04, 4.05, 4.07, 5.03, 6.04, 8.01(beach such pool of Mortgage Loans to include ten (10) and 10.08 of this Agreement is or more Mortgage Loans unless otherwise agreed to facilitate compliance by the Purchaser and any Depositor the Company, retaining the Company as the Servicer thereof or subservicer if a master servicer is employed, or as applicable the "seller/servicer". From and after the Reconstitution Date, the Mortgage Loans transferred shall remain covered by this Agreement, insofar as the Company shall continue to service such Mortgage Loans on behalf of the Purchaser in accordance with the terms and provisions of Regulation AB this Agreement. 1. In connection therewith the Company shall: (a) make all representations and related rules and regulations warranties with respect to the Mortgage Loans as of the Commission. Although Regulation AB is applicable by its terms only related Closing Date and with respect to offerings of asset-backed securities that are registered under the Securities Act, the Seller acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations Company itself as of the Commission thereunder closing date of each Whole Loan Transfer or Securitization Transaction; (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Seller acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Purchaser or any Depositor b) negotiate in good faith for delivery of information under these provisions and execute any seller/servicer agreements required by the shelf registrant to effectuate the foregoing provided such agreements create no greater obligation or cost on the basis part of evolving interpretations of Regulation AB. In the Company than otherwise set forth in this Agreement; (c) cooperate with the Purchaser, the depositor and the trustee to satisfy, in connection with any Securitization Transaction, the Seller shall cooperate fully applicable trust's reporting obligations under the Exchange Act and Applicable Law; (d) represent to the Purchaser, the depositor, the trustee, and the initial purchaser of the securities issued in connection with any Securitization Transaction that: (1) that the Company has serviced the Mortgage Loans in accordance with the Purchaser terms of this Agreement, and has otherwise complied with all covenants and obligations hereunder, and (2) that the Company has taken no action that would, nor omitted to deliver take any required action the omission of which would, have the effect of impairing the mortgage insurance or guarantee on the Mortgage Loans. The Company also agrees to represent as to the accuracy of any information provided to the Purchaser by the Company for inclusion in any prospectus supplement, offering memorandum or term sheet prepared in connection with any Securitization Transactions; (including e) deliver an opinion of counsel (which can be an opinion of in-house counsel to the Company) reasonably acceptable to the Purchaser; provided that any of its assignees or designeesout-of-pocket, third party expenses incurred by the Company in connection with the foregoing shall be paid by the Purchaser; (f) and any Depositor, provide as applicable: (i) any and all statementsinformation and appropriate verification of information which may be reasonably available to the Company, reportswhether through letters of its auditors and counsel or otherwise, certifications, records and any other information necessary in as the good faith determination Purchaser shall request; (ii) (x) the Company Certification executed by a senior officer of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, any Subservicer and the Mortgage Loans, or Company responsible for the servicing of the Mortgage Loans; and (y) such additional statements, certificates or other similar documents of the Company or reports from the Company's accountants in connection with a Securitization Transaction and in substance as required by Applicable Law; and (iii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, financial description of the Company as servicer for inclusion in any offering memorandum to be distributed to potential investors in connection with a Securitization Transaction with respect to the Mortgage Loans, and certificates of public officials or officers of the Company as are reasonably believed necessary by the Purchaser or trustee, any Depositor to be necessary in order to effect such compliance. The Purchaser (including any of its assignees or designees) shall cooperate with Rating Agency, the Seller by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information requiredPurchaser, as the case may be, in the Purchaser’s reasonable judgment, to comply connection with Regulation AB. In addition, any notice such Whole Loan Transfers or request that must be “in writing” or “written” may be made in mutually acceptable electronic formatSecuritization Transactions. The Purchaser shall pay all third party costs associated with the preparation of such information. The Company shall execute any seller/servicer agreements required within a reasonable period of time after receipt of such seller/servicer agreements which time shall be sufficient for the Company and Company's counsel to review such seller/servicer agreements. Under this Agreement, the Company shall retain a servicing fee at a rate per annum equal to no less than 0.25% per Mortgage Loan; and (g) indemnify the Seller and its Affiliates and the respective directors, officers, employees and agents of each of the foregoing, and shall hold each of them harmless from and against Purchaser for any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon (1) any untrue statement of a material fact contained or alleged to be misstatements contained in any offering materials related the information provided pursuant to a Securitization Transaction, including without limitation the registration statement, prospectus, prospectus supplement, any private placement memorandum, any offering circular, any computational materials, and any amendments or supplements to the foregoing (collectively, the “Securitization Materials”d) or (2f) above. In the omission or alleged omission event the Purchaser has elected to state have the Company hold record title to the Mortgages, prior to the Reconstitution Date and after the related Closing Date the Company shall prepare an Assignment in blank or, at the Securitization Materials a material fact required to be stated in the Securitization Materials or necessary in order to make the statements therein, in the light option of the circumstances under which they were madePurchaser, not misleading, but only to the trustee from the Company (to the extent such Assignment has not been prepared on or before such Closing Date) acceptable to the trustee for each Mortgage Loan that is part of the Whole Loan Transfers or Securitization Transactions. The Purchaser shall pay all preparation and recording costs associated therewith. The Company shall execute each Assignment, track such untrue statement or alleged untrue statement or omission or alleged omission is other than a statement or omission arising out of, resulting from, or based Assignments to ensure they have been recorded and deliver them as required by the trustee upon the Seller InformationCompany's receipt thereof. Additionally, the Company shall prepare and execute, at the direction of the Purchaser, any note endorsements in connection with any and all seller/servicer agreements.

Securitization Transaction. Section 9.1 Removal of Mortgage Loans from Inclusion Under this Agreement Upon a Securitization Transaction The Purchaser and the Seller acknowledge and Company agree that the purpose of Sections 3.02(b), 4.04, 4.05, 4.07, 5.03, 6.04, 8.01(b) and 10.08 of this Agreement is with respect to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Seller acknowledges that investors in privately offered securities may require that the Purchaser some or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Seller acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Purchaser or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, any Subservicer and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed the Purchaser, at its sole option, may effect Whole Loan Transfers, Agency Transfers or Securitization Transactions, retaining the Company as the servicer thereof or subservicer if a master servicer is employed, or as applicable the “seller/servicer”. From and after the Reconstitution Date, the Mortgage Loans transferred may remain covered by this Agreement, insofar as the Company shall continue to service such Mortgage Loans on behalf of the Purchaser or any Depositor to be necessary in order to effect such complianceaccordance with the terms and provisions of this Agreement. The Purchaser (including any of its assignees or designees) Company shall cooperate with the Seller Purchaser in connection with each Whole Loan Transfer or Securitization Transaction in accordance with this Section 9.1. In connection therewith the Company shall: (a) make all representations and warranties with respect to the Mortgage Loans as of the related Closing Date and with respect to the Company itself as of the closing date of each Whole Loan Transfer or Securitization Transaction; (b) negotiate in good faith and execute any seller/servicer agreements required by providing timely notice the shelf registrant to effectuate the foregoing provided such agreements create no greater obligation or cost on the part of requests for information under these provisions and by reasonably limiting such requests the Company than otherwise set forth in this Agreement; (c) with respect to information any Mortgage Loans that are subject to a Securitization Transaction occurring on or before December 31, 2005, in which the filing of a ▇▇▇▇▇▇▇▇-▇▇▇▇▇ certification directly with the Commission is required, by February 28, 2006,r or in connection with any additional ▇▇▇▇▇▇▇▇-▇▇▇▇▇ certification required to be filed, upon thirty (30) days written request, an officer of the Company shall execute and deliver a Company Certification substantially in the Purchaser’s reasonable judgmentform attached hereto as Exhibit H, to comply the entity filing the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ certification directly with Regulation AB. In additionthe Commission (such as the Purchaser, any notice master servicer, any trustee or request that must be “in writing” or “written” may be made in mutually acceptable electronic format. The Purchaser shall indemnify any depositor) for the Seller benefit of such entity and its Affiliates such entity’s affiliates and the respective directors, officers, employees directors and agents of each of the foregoingsuch entity and such entity’s affiliates, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain indemnify such entity or persons arising out of any breach of the Company’s obligations or based upon representations relating thereto as provided in such Company Certification; (d) represent to the Purchaser, the depositor, the trustee, and the initial purchaser of the securities issued in connection with any Securitization Transaction that: (1) that the Company has serviced the Mortgage Loans in accordance with the terms of this Agreement, and has otherwise complied with all covenants and obligations hereunder, and (2) that the Company has taken no action that would, nor omitted to take any untrue statement required action the omission of a material fact contained which would, have the effect of impairing the mortgage insurance or alleged guarantee on the Mortgage Loans. The Company also agrees to be contained represent the accuracy of any information provided to the Purchaser by the Company for inclusion in any offering materials related to a Securitization Transaction, including without limitation the registration statement, prospectus, prospectus supplement, offering memorandum or term sheet prepared in connection with any private placement memorandum, any offering circular, any computational materials, and any amendments or supplements Securitization Transactions; (e) deliver an opinion of counsel (which can be an opinion of in-house counsel to the foregoing (collectively, the “Securitization Materials”Company) or (2) the omission or alleged omission to state in the Securitization Materials a material fact required to be stated in the Securitization Materials or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only reasonably acceptable to the extent Purchaser; provided that such untrue statement any out-of-pocket, third party expenses incurred by the Company in connection with the foregoing shall be paid by the Purchaser; (f) provide as applicable: (i) any and all information and appropriate verification of information which may be reasonably available to the Company, whether through letters of its auditors and counsel or alleged untrue statement or omission or alleged omission is other than a statement or omission arising out ofotherwise, resulting from, or based upon as the Seller Information.Purchaser shall request;