Common use of Cooperation of Servicer with a Reconstitution Clause in Contracts

Cooperation of Servicer with a Reconstitution. The Servicer and the Owner agree that with respect to some or all of the Mortgage Loans, the Owner may effect either: (1) one or more Whole Loan Transfers; (2) one or more Securitization Transactions; (3) one or more Whole Loan Transfers to Xxxxxx Mae under its Cash Purchase Program or MBS Program (Special Servicing Option); or (4) one or more Whole Loan Transfers to Xxxxxxx Mac. The Servicer and the Owner acknowledge and agree that the Servicer is not obligated hereunder to act as servicer in any Reconstitution and the Owner is not obligated hereunder to offer the Servicer the opportunity to act as servicer in any Reconstitution. The Servicer shall reasonably cooperate with the Owner in connection with any Reconstitution contemplated by the Owner pursuant to this Section 13.14, provided, however, that under no circumstances and in no event shall such cooperation include any act of the Servicer or any event affecting the Servicer which would materially increase the Servicer’s liabilities or obligations beyond those liabilities and obligations contained in this Agreement (except as otherwise set forth in this Section 13.14). In connection with any Reconstitution in which the Owner and the Servicer have agreed that the Servicer shall act as the servicer in the Reconstitution, the Owner shall deliver any agreement (the “Reconstitution Agreement”) or other document related to the Reconstitution to the Servicer at least fifteen (15) days prior to such transfer; the Servicer’s refusal to cooperate with Owner based on late delivery of such documents shall result in no liability to the Servicer. Such Reconstitution Agreement may, in the Owner’s discretion, contain contractual provisions not set forth in this Agreement, including, but not limited to, (i) customary certificate payment delays, (ii) representations and warranties (dated as of the Reconstitution Date) of the Servicer conforming in all material respects to the representations and warranties in this Agreement, as well as such reasonable and customary additional representations and warranties as may be required by the master servicer or issuer, provided that Servicer may negotiate the terms of any such additional representations and warranties, and (iii) such provisions with regard to servicing responsibilities, investor reporting, segregation and deposit of principal and interest payments, custody of the Mortgage Loans, and other provisions that conform to secondary market standards for mortgage-backed securities backed by mortgage loans similar to the Mortgage Loans or as may be required by one or more Rating Agencies. The Servicer shall promptly review such Reconstitution Agreement and/or related documents, and provided that such Reconstitution Agreement contains servicing provisions substantially similar to those herein, or otherwise acceptable to the Servicer in its reasonable discretion, shall execute such Reconstitution Agreement and/or related documents. The Servicer’s refusal to execute any Reconstitution Agreement or related documents may be based on any provision which materially (a) increases the liability of the Servicer and/or (b) affects Servicer’s profitability from that contemplated in this Agreement, unless the Servicer and the Owner have come to previous agreement on terms with respect to substantially similar issues. The Owner hereby agrees to pay the Servicer for reasonable expenses incurred by the Servicer that relate to reviewing and commenting on the Reconstitution Agreement for such Whole Loan Transfer or Securitization Transaction in accordance with the related term sheet. Any cooperation from the Servicer in connection with any Whole Loan Transfer or Securitization Transaction contemplated by this Section 13.14 shall include delivery of a legal opinion relating to the Servicer acceptable to the Owner, the furnishing of information for use in an offering document for such Securitization Transaction relating to the Servicer (the “Servicer Information”). If requested by the Owner in connection with any Reconstitution, the Servicer and the Owner shall execute an indemnification agreement setting forth their respective indemnification obligations in connection therewith. In the event that the Servicer is not the master servicer, servicer or sub-servicer with respect to a Reconstitution, any and all reasonable costs, fees and expenses incurred by Servicer in connection with the foregoing shall be reimbursed by Owner after receipt of an invoice therefor. Any execution of a subservicing agreement or pooling and servicing agreement by the Servicer shall be conditioned on the Servicer receiving the Securitization Servicing Fee or such other servicing fee acceptable to Servicer. Notwithstanding any provision to the contrary in this Agreement, in the event that the Servicer is the master servicer, servicer or sub-servicer with respect to a Reconstitution, the Owner agrees that in such Reconstitution any servicing performance termination triggers (in its reasonable discretion) shall be approved by the Servicer in its reasonable discretion; provided, that in the event that the Servicer does not approve any servicing performance termination triggers, the Owner shall, with respect to the Reconstitution, have the right to terminate the Servicer hereunder (a “Servicing Performance Trigger Termination”) and designate a successor servicer to act as master servicer, servicer or sub-servicer. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Securitization Transaction 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.

Cooperation of Servicer with a Reconstitution. (a) The Servicer and the Owner agree that with respect to some or all of the Mortgage Loans, on one or more dates (each a “Reconstitution Date”), at the Owner’s sole option, the Owner may effect eithera sale (each, a “Reconstitution”) of some or all of the Mortgage Loans then subject to this Servicing Agreement, without recourse, to: (1i) Xxxxxx Xxx or Xxxxxxx Mac in one or more Whole Loan Transfers; (2ii) one or more Securitization Transactions; (3) other third-party purchasers in one or more Whole Loan Transfers Transfers; (iii) one or more trusts or other entities to Xxxxxx Mae under its Cash Purchase Program be formed as part of one or MBS Program (Special Servicing Option)more Private Securitization Transactions; or (4iv) one or more trusts or other entities to be formed as part of one or more Public Securitization Transactions. (b) With respect to each Whole Loan Transfers Transfer, Private Securitization Transaction or Public Securitization Transaction, as the case may be, entered into by the Owner, the Servicer shall: (i) upon request of the Owner, service the Mortgage Loans included in such Reconstitution pursuant to Xxxxxxx Mac. The a security servicing agreement or other agreement; (ii) if the Servicer will continue servicing the Mortgage Loans included in the Reconstitution, provide as applicable: (A) information pertaining to the Servicer of the type and scope customarily included in offering documents for residential mortgage-backed securities transactions involving single or multiple loan originators including information regarding financial condition and mortgage loan delinquency, foreclosure and loss experience or other information as is otherwise reasonably requested by the Owner, and to deliver to the Owner acknowledge any non-public, unaudited financial information, in which case the Owner shall bear the cost of having such information audited by certified public accountants if the Owner desires such an audit, or as is otherwise reasonably requested by the Owner and agree that which the Servicer is not obligated hereunder capable of providing without unreasonable effort or expense (collectively “Servicer Information”), and to act as servicer in any Reconstitution and indemnify the Owner is not obligated hereunder to offer and its affiliates for material misstatements or omissions contained in the Servicer the opportunity to act as servicer in any Reconstitution. The Servicer shall reasonably cooperate with the Owner in connection with any Reconstitution contemplated by the Owner pursuant to this Section 13.14, Information; provided, however, that under no circumstances Owner shall indemnify and hold harmless Servicer and its affiliates for material misstatements or omissions contained in no event all other information in any offering document, other than Servicer Information; and (B) such opinions of counsel, letters from auditors, and certificates of public officials or officers of Servicer as are reasonably believed necessary by the trustee, any rating agency or the Owner, as the case may be, in connection with such Private Securitization Transaction or Public Securitization Transaction. The Owner shall such cooperation include any act pay all third party costs associated with the preparation of the information described in clause (ii)(A) above and the delivery of any opinions (other than opinions by in-house counsel), letters or certificates described in this clause (ii)(B). (iii) if the Servicer will continue servicing the Mortgage Loans included in the Reconstitution, to negotiate and execute one or more custodial agreements among the Owner, the Servicer and a third party custodian/trustee which is generally considered to be a prudent custodian/trustee in the secondary mortgage market designated by the Owner in its sole discretion after consultation with the Servicer, in either case for the purpose of pooling the Mortgage Loans with other Mortgage Loans for resale or securitization; and (iv) if the Servicer will continue servicing the Mortgage Loans included in the Reconstitution, (1) cooperate fully with the Owner, any prospective purchaser, any Rating Agency or any event affecting party to any agreement to be executed in connection with such Whole Loan Transfer, Private Securitization Transaction or Public Securitization Transaction, with respect to all reasonable requests and due diligence procedures, including participating in meetings with Rating Agencies, bond insurers and such other parties as the Servicer which would materially increase Owner shall designate and participating in meetings with prospective purchasers of the Servicer’s liabilities Mortgage Loans or obligations beyond those liabilities interests therein and obligations contained in this Agreement providing information reasonably requested by such purchasers; (except 2) to execute, deliver and perform all reconstitution agreements required by the Owner, and to use its best reasonable, good faith efforts to facilitate such Whole Loan Transfer, Private Securitization Transaction or Public Securitization Transaction, as otherwise the case may be; (3) (a) to restate the representations and warranties set forth in this Section 13.14). In connection with any Reconstitution in which the Owner and the Servicer have agreed that the Servicer shall act as the servicer in the Reconstitution, the Owner shall deliver any agreement (the “Reconstitution Agreement”) or other document related to the Reconstitution to the Servicer at least fifteen (15) days prior to such transfer; the Servicer’s refusal to cooperate with Owner based on late delivery of such documents shall result in no liability to the Servicer. Such Reconstitution Servicing Agreement may, in the Owner’s discretion, contain contractual provisions not set forth in this Agreement, including, but not limited to, (i) customary certificate payment delays, (ii) representations and warranties (dated as of the Reconstitution DateDate which shall not be materially more onerous than those required under this Servicing Agreement or (b) of the Servicer conforming in all material respects to make the representations and warranties with respect to the servicing of the Mortgage Loans set forth in this Agreement, as well as such reasonable and customary additional representations and warranties as may be required by the related selling/servicing guide of the master servicer or issuer, provided that Servicer as the case may negotiate the terms of any be, or such additional representations and warranties, and (iii) such provisions warranties with regard respect to the servicing responsibilities, investor reporting, segregation and deposit of principal and interest payments, custody of the Mortgage Loans, and other provisions that conform to secondary market standards for mortgage-backed securities backed by mortgage loans similar to the Mortgage Loans or as may be required by one any Rating Agency or prospective purchaser of the related securities or such Mortgage Loans, in connection with such Reconstitution; provided, however, that such representations and warranties shall not be materially more Rating Agenciesonerous than those required under this Servicing Agreement. The Servicer shall promptly review use its reasonable best efforts to provide to such Reconstitution Agreement and/or related documentsmaster servicer or issuer, as the case may be, and provided that any other participants in such Reconstitution Agreement contains servicing provisions substantially similar to those herein, or otherwise acceptable Reconstitution: (i) any and all information and appropriate verification of information which may be reasonably available to the Servicer in or its reasonable discretionaffiliates, shall execute such Reconstitution Agreement and/or related documents. The Servicer’s refusal to execute any Reconstitution Agreement whether through letters of its auditors and counsel or related documents may be based on any provision which materially (a) increases the liability of the Servicer and/or (b) affects Servicer’s profitability from that contemplated in this Agreementotherwise, unless the Servicer and as the Owner have come or any such other participant shall reasonably request and (ii) subject to previous agreement on terms with respect to substantially similar issues. The Owner hereby agrees to pay the Servicer for reasonable expenses incurred by the Servicer that relate to reviewing and commenting on the Reconstitution Agreement for such Whole Loan Transfer or Securitization Transaction in accordance with the related term sheet. Any cooperation from the Servicer in connection with any Whole Loan Transfer or Securitization Transaction contemplated by provisions of this Section 13.14 shall include delivery of a legal opinion relating 13.12(b), to the Servicer acceptable to the Ownerexecute, the furnishing of information for use deliver and satisfy all conditions set forth in an offering document for such Securitization Transaction relating to the Servicer (the “Servicer Information”). If requested any indemnity agreement required by the Owner in connection with or any Reconstitution, the Servicer and the Owner shall execute an indemnification agreement setting forth their respective indemnification obligations in connection therewith. In the event such participant; provided that the Servicer is not the master servicer, servicer or sub-servicer with respect given an opportunity to a Reconstitution, any review and all reasonable costs, fees and expenses incurred by Servicer reasonably negotiate in connection with the foregoing shall be reimbursed by Owner after receipt good faith provisions of an invoice therefor. such indemnity. (c) Any execution of a subservicing security servicing agreement or pooling and servicing reconstitution agreement by the Servicer shall be conditioned on the Servicer receiving the Securitization Servicing Fee or such other servicing fee acceptable to Servicer. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer, Private Securitization Transaction or Public Securitization Transaction shall be subject to this Servicing Agreement and shall continue to be serviced in accordance with the terms of this Servicing Agreement and with respect thereto this Servicing Agreement shall remain in full force and effect. Notwithstanding any provision to the contrary in this Servicing Agreement, in the event that the Servicer is the master servicer, servicer or sub-servicer with respect to a Reconstitution, the Owner agrees that in such Reconstitution any servicing performance termination triggers (in its reasonable discretion) shall be approved substantially similar to those contained in this Servicing Agreement or otherwise subject to approval by the Servicer in its reasonable discretion; provided, that in the event that the Servicer does not approve any servicing performance termination triggers, the Owner shall, with respect to the Reconstitution, have the right to terminate the Servicer hereunder (a “Servicing Performance Trigger Termination”) and designate a successor servicer to act as master servicer, servicer or sub-servicer. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Securitization Transaction 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.

Cooperation of Servicer with a Reconstitution. (a) The Servicer and the Owner agree that with respect to some or all of the Mortgage Loans, on one or more dates (each a “Reconstitution Date”) at the Owner’s sole option, the Owner may effect eithera sale (each, a “Reconstitution”) of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to: (1i) one or more Whole Loan Transfers; (2) one or more Securitization Transactions; (3) one or more Whole Loan Transfers to Xxxxxx Mae Xxx under its Cash Purchase Program or MBS Program (Special Servicing Option) (each a “Xxxxxx Mae Transfer”); or (4ii) Xxxxxxx Mac (the “Xxxxxxx Mac Transfer”); or (iii) one or more third party purchasers in one or more Whole Loan Transfers Transfers; or (iv) one or more trusts or other entities to Xxxxxxx Macbe formed as part of one or more Securitization Transfers. With respect to each Whole Loan Transfer, Agency Transfer or Securitization Transfer, as the case may be, entered into by the Owner: (b) The Servicer and the Owner acknowledge and agree that the Servicer is not obligated hereunder agrees to act as servicer in any Reconstitution and the Owner is not obligated hereunder to offer the Servicer the opportunity to act as servicer in any Reconstitution. The Servicer shall reasonably cooperate with the Owner execute (i) in connection with any Reconstitution contemplated by the Owner pursuant Agency Transfer, any and all pool purchase contracts, and/or agreements reasonably acceptable to this Section 13.14, provided, however, that under no circumstances and in no event shall such cooperation include any act of the Servicer among the Owner, the Servicer, Xxxxxx Xxx or Xxxxxxx Mac (as the case may be) and any servicer, (ii) in connection with a Whole Loan Transfer, a warranties and servicing agreement or a participation and servicing agreement in form and substance reasonably acceptable to the Servicer, and (iii) in connection with a Securitization Transfer, a pooling and servicing agreement or other similar agreement in form and substance reasonably acceptable to the Servicer (collectively the agreements referred to herein are designated, the “Reconstitution Agreements”); provided that provisions of such Reconstitution Agreements will not contain any substantially greater obligations of, or any event affecting substantially lower benefits to, the Servicer which would materially increase the Servicer’s liabilities or obligations beyond than those liabilities and obligations contained in this Agreement (except as otherwise set forth in this Section 13.14). In connection with any Reconstitution in which the Owner and each of the Servicer have agreed that and Owner is given an opportunity to review and reasonably negotiate in good faith the Servicer shall act as the servicer in the Reconstitution, the Owner shall deliver any agreement (the “Reconstitution Agreement”) or other document related to the Reconstitution to the Servicer at least fifteen (15) days prior to such transfer; the Servicer’s refusal to cooperate with Owner based on late delivery content of such documents provisions (which shall result in no liability to the Servicer. Such Reconstitution Agreement may, in the Owner’s discretion, contain contractual provisions not set forth in be more onerous than those required under this Agreement, ) including, but not limited toto servicing representations and warranties (dated as of the settlement or closing date in connection with such Reconstitution (each, a “Reconstitution Date”)) related to the Mortgage Loans for the period of time from the date on which the Servicer began servicing the Mortgage Loans through the Reconstitution Date to the effect that (a) the Servicer has serviced the Mortgage Loans in accordance with this Agreement and has provided accurate “paid through” data with respect to the Mortgage Loans to the Owner, (ib) customary certificate except as reflected in the “paid through” data delivered to the Owner, there is no payment delaysdefault existing under any Mortgage or any Mortgage Note as of the cut-off date for the Reconstitution, and (iic) to the best of the Servicer’s knowledge, there is no non-payment default existing under any Mortgage or Mortgage Note, or any event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a non-payment default, breach, violation or event which would permit acceleration as of the closing date for the Reconstitution; and representations and warranties (dated as of the Reconstitution Date) ); and, provided, further, that each of the Servicer conforming and the Owner is given an opportunity to review and reasonably negotiate in good faith the content of any such documents not specifically referenced or provided for herein. Servicer shall cooperate in good faith in negotiating any delinquency and cumulative loss termination triggers in the Reconstitution Agreement. (c) With respect to each Whole Loan Transfer and each Securitization Transfer entered into by the Owner, the Servicer agrees (1) to cooperate with the Owner and any prospective purchaser with respect to all material respects reasonable requests and due diligence procedures including participating in meetings with rating agencies, bond insurers and such other parties as the Owner shall designate and participating in meetings with prospective purchasers of the Mortgage Loans or interests therein and providing information reasonably requested by such purchasers; (2) to execute, deliver and perform all Reconstitution Agreements required by the Owner; (3) (a) to restate the representations and warranties set forth in this Agreement, Agreement as well as such reasonable and customary additional of the Reconstitution Date which shall not be more onerous than those required under this Agreement or (b) make the representations and warranties as may be required by with respect to the servicing of the Mortgage Loans set forth in the related selling/servicing guide of the master servicer or issuer, provided that Servicer as the case may negotiate the terms of any be, or such additional representations and warranties, and (iii) such provisions warranties with regard respect to the servicing responsibilities, investor reporting, segregation and deposit of principal and interest payments, custody of the Mortgage Loans, and other provisions that conform to secondary market standards for mortgage-backed securities backed by mortgage loans similar to the Mortgage Loans or as may be required by one any Rating Agency or prospective purchaser of the related securities or such Mortgage Loans, in connection with such Reconstitution; provided, however, that such representations and warranties shall not be more Rating Agenciesonerous than those required under this Agreement. The Servicer shall promptly review use its reasonable best efforts to provide to such Reconstitution Agreement and/or related documentsmaster servicer or issuer, as the case may be, and provided that any other participants in such Reconstitution Agreement contains servicing provisions substantially similar to those herein, or otherwise acceptable Reconstitution: (i) any and all information and appropriate verification of information which may be reasonably available to the Servicer or its affiliates, whether through letters of its auditors and counsel or otherwise, as the Owner or any such other participant shall reasonably request and (ii) subject to the provisions of Section 13.13(b), to execute, deliver and satisfy all conditions set forth in its reasonable discretionany indemnity agreement required by the Owner or any such participant. (d) In connection with any Securitization Transfer, shall execute such Reconstitution Agreement and/or related documents. The Servicer’s refusal to execute any Reconstitution Agreement or related documents may be based on any provision which materially (a) increases the liability of the Servicer and/or (b) affects Servicer’s profitability from that contemplated in this Agreementshall, unless the Servicer and if requested by the Owner have come or its designee, deliver to previous agreement on terms the Owner or its designee within 7 Business Days after such request information with respect to substantially similar issues. The Owner hereby agrees to pay the such Servicer for reasonable expenses incurred information reasonably requested by the Servicer that relate to reviewing Owner or its designee and commenting on the Reconstitution Agreement for such Whole Loan Transfer or Securitization Transaction in accordance with the related term sheet. Any cooperation from the Servicer in connection with any Whole Loan Transfer or Securitization Transaction contemplated by this Section 13.14 shall include delivery information set forth under Item 1108(b) of a legal opinion relating to the Servicer acceptable to the OwnerRegulation AB (collectively, the furnishing of information for use in an offering document for such Securitization Transaction relating to the Servicer (the “Servicer Information”), which as of the date hereof includes: (i) a description of the Servicer’s form of organization; (ii) a description of how long the Servicer has been servicing residential mortgage loans; a general discussion of the Servicer’s experience in servicing assets of any type as well as a more detailed discussion of the Servicer’s experience in, and procedures for the servicing function it will perform under the Servicing Agreement; material information regarding the size, composition and growth of the Servicer’s portfolio of mortgage loans of the type similar to the Mortgage Loans and information on factors related to the Servicer that may be material to any analysis of the servicing of the Mortgage Loans or the related asset-backed securities, as applicable (including, without limitation, whether any prior securitizations of mortgage loans of the type similar to the Mortgage Loans involving the Servicer have defaulted or experienced an early amortization or other performance triggering event because of servicing, the extent of outsourcing the Servicer utilizes or if there has been previous disclosure of material noncompliance with Servicing Criteria with respect to other securitizations involving the Servicer); (iii) a description of any material changes to the Servicer’s policies or procedures in the servicing function it will perform in under the Agreement for mortgage loans of the type similar to the Mortgage Loans during the past three years; and (iv) information regarding the Servicer’s financial condition to the extent that there is a material risk that the effect on one or more aspects of servicing resulting from such financial condition could have a material impact on the performance of the pool of Mortgage Loans or performance of the related asset-backed securities. (e) The Servicer shall indemnify the Owner, any party acting as depositor in any Securitization Transfer, each Person who controls the Owner or such depositor, and each underwriter and placement agent in any Securitization Transfer, 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 Servicer regarding the Servicer Information. If requested For purposes of the previous sentence, “Owner” shall mean the Person then acting as the Owner under this Agreement and any and all Persons who previously were “Owners” under this Agreement. The Owner shall indemnify the Servicer and each Person who controls the Servicer 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 the Owner in any offering document prepared in connection with any Reconstitution, . (f) The Servicer shall execute one or more subservicing agreements between the Servicer and the Owner shall execute an indemnification agreement setting forth their respective indemnification obligations and/or any master servicer which is generally considered to be a prudent master servicer in connection therewith. In the event that secondary mortgage market, designated by the Owner in its sole discretion after consultation with the Servicer and/or one or more custodial and servicing agreements among the Owner, the Servicer and a third party custodian/trustee which is generally considered to be a prudent custodian/trustee in the secondary mortgage market designated by the Owner in its sole discretion after consultation with the Servicer, in either case for the purpose of pooling the Mortgage Loans with other mortgage loans not the master servicer, servicer or sub-servicer with respect to a Reconstitution, any and all reasonable costs, fees and expenses incurred by Servicer subject of this Agreement in connection with the foregoing shall be reimbursed by Owner after receipt of an invoice therefor. a Reconstitution; and (g) Any execution of a subservicing agreement or pooling and servicing agreement Reconstitution Agreement by the Servicer shall be conditioned on the Servicer receiving the Securitization Servicing Fee or such other servicing fee acceptable to Servicer. Notwithstanding any provision to the contrary in this Agreement, in the event that the Servicer is the master servicer, servicer or sub-servicer with respect to a Reconstitution, the Owner agrees that in such Reconstitution any servicing performance termination triggers (in its reasonable discretion) shall be approved by the Servicer in its reasonable discretion; provided, that in the event that the Servicer does not approve any servicing performance termination triggers, the Owner shall, with respect to the Reconstitution, shall have the right to terminate the Servicer hereunder (a “Servicing Performance Trigger Termination”) and designate a successor servicer to act as master servicer, servicer or sub-servicerservicer with respect to the Reconstitution, subject to payment of any termination fee as set forth in the applicable Commitment Letter, pursuant to Section 6.01(b). All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Securitization Transaction 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. (h) All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject to this Agreement and with respect thereto this Agreement shall remain in full force and effect. Any execution of a Reconstitution Agreement by the Servicer shall be conditioned on the Servicer receiving the Servicing Fee or such other servicing fee acceptable to Servicer. Notwithstanding any provision to the contrary in this Agreement, in the event that the Servicer is the master servicer, servicer or sub-servicer with respect to a Reconstitution, the Owner agrees that in such Reconstitution any servicing performance termination triggers shall be included upon approved by the Servicer in its reasonable discretion. (i) The Owner agrees to execute a confidentiality agreement in the form of Exhibit 10 hereto prior to any Securitization Transfer and that its obligation under this clause (i) may not be assigned.

Cooperation of Servicer with a Reconstitution. (a) The Servicer and the Owner agree that with respect to some or all of the Mortgage Loans, on one or more dates (each a “Reconstitution Date”), at the Owner’s sole option, the Owner may effect eithera sale (each, a “Reconstitution”) of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to: (1i) Xxxxxx Xxx or Xxxxxxx Mac in one or more Whole Loan Transfers; (2ii) one or more Securitization Transactions; (3) other third-party purchasers in one or more Whole Loan Transfers Transfers; (iii) one or more trusts or other entities to Xxxxxx Mae under its Cash Purchase Program be formed as part of one or MBS Program (Special Servicing Option)more Private Securitization Transactions; or (4iv) one or more trusts or other entities to be formed as part of one or more Public Securitization Transactions. (b) With respect to each Whole Loan Transfers Transfer, Private Securitization Transaction or Public Securitization Transaction, as the case may be, entered into by the Owner, the Servicer shall: (i) upon request of the Owner, service the Mortgage Loans included in such Reconstitution pursuant to Xxxxxxx Mac. The a security servicing agreement or other agreement; (ii) if the Servicer will continue servicing the Mortgage Loans included in the Reconstitution, provide as applicable: (A) information pertaining to the Servicer of the type and scope customarily included in offering documents for residential mortgage-backed securities transactions involving single or multiple loan originators including information regarding financial condition and mortgage loan delinquency, foreclosure and loss experience or other information as is otherwise reasonably requested by the Owner, and to deliver to the Owner acknowledge any non-public, unaudited financial information, in which case the Owner shall bear the cost of having such information audited by certified public accountants if the Owner desires such an audit, or as is otherwise reasonably requested by the Owner and agree that which the Servicer is not obligated hereunder capable of providing without unreasonable effort or expense (collectively “Servicer Information”), and to act as servicer in any Reconstitution and indemnify the Owner is not obligated hereunder to offer and its affiliates for material misstatements or omissions contained in the Servicer the opportunity to act as servicer in any Reconstitution. The Servicer shall reasonably cooperate with the Owner in connection with any Reconstitution contemplated by the Owner pursuant to this Section 13.14, Information; provided, however, that under no circumstances Owner shall indemnify and hold harmless Servicer and its affiliates for material misstatements or omissions contained in no event all other information in any offering document, other than Servicer Information; and (B) such opinions of counsel, letters from auditors, and certificates of public officials or officers of Servicer as are reasonably believed necessary by the trustee, any Rating Agency or the Owner, as the case may be, in connection with such Private Securitization Transaction or Public Securitization Transaction. The Owner shall such cooperation include any act pay all third party costs associated with the preparation of the information described in clause (ii)(A) above and the delivery of any opinions (other than opinions by in-house counsel), letters or certificates described in this clause (ii)(B). (iii) if the Servicer will continue servicing the Mortgage Loans included in the Reconstitution, to negotiate and execute one or more custodial agreements among the Owner, the Servicer and a third party custodian/trustee which is generally considered to be a prudent custodian/trustee in the secondary mortgage market designated by the Owner in its sole discretion after consultation with the Servicer, in either case for the purpose of pooling the Mortgage Loans with other Mortgage Loans for resale or securitization; and (iv) if the Servicer will continue servicing the Mortgage Loans included in the Reconstitution, (1) cooperate fully with the Owner, any prospective purchaser, any Rating Agency or any event affecting party to any agreement to be executed in connection with such Whole Loan Transfer, Private Securitization Transaction or Public Securitization Transaction, with respect to all reasonable requests and due diligence procedures, including participating in meetings with Rating Agencies, bond insurers and such other parties as the Servicer which would materially increase Owner shall designate and participating in meetings with prospective purchasers of the Servicer’s liabilities Mortgage Loans or obligations beyond those liabilities interests therein and obligations contained in this Agreement providing information reasonably requested by such purchasers; (except 2) to execute, deliver and perform all reconstitution agreements required by the Owner, and to use its best reasonable, good faith efforts to facilitate such Whole Loan Transfer, Private Securitization Transaction or Public Securitization Transaction, as otherwise the case may be; (3) (a) to restate the representations and warranties set forth in this Section 13.14). In connection with any Reconstitution in which the Owner and the Servicer have agreed that the Servicer shall act as the servicer in the Reconstitution, the Owner shall deliver any agreement (the “Reconstitution Agreement”) or other document related to the Reconstitution to the Servicer at least fifteen (15) days prior to such transfer; the Servicer’s refusal to cooperate with Owner based on late delivery of such documents shall result in no liability to the Servicer. Such Reconstitution Agreement may, in the Owner’s discretion, contain contractual provisions not set forth in this Agreement, including, but not limited to, (i) customary certificate payment delays, (ii) representations and warranties (dated as of the Reconstitution DateDate which shall not be materially more onerous than those required under this Agreement or (b) of the Servicer conforming in all material respects to make the representations and warranties with respect to the servicing of the Mortgage Loans set forth in this Agreement, as well as such reasonable and customary additional representations and warranties as may be required by the related selling/servicing guide of the master servicer or issuer, provided that Servicer as the case may negotiate the terms of any be, or such additional representations and warranties, and (iii) such provisions warranties with regard respect to the servicing responsibilities, investor reporting, segregation and deposit of principal and interest payments, custody of the Mortgage Loans, and other provisions that conform to secondary market standards for mortgage-backed securities backed by mortgage loans similar to the Mortgage Loans or as may be required by one any Rating Agency or prospective purchaser of the related securities or such Mortgage Loans, in connection with such Reconstitution; provided, however, that such representations and warranties shall not be materially more Rating Agenciesonerous than those required under this Agreement. The Servicer shall promptly review use its reasonable best efforts to provide to such Reconstitution Agreement and/or related documentsmaster servicer or issuer, as the case may be, and provided that any other participants in such Reconstitution Agreement contains servicing provisions substantially similar to those herein, or otherwise acceptable Reconstitution: (i) any and all information and appropriate verification of information which may be reasonably available to the Servicer in or its reasonable discretionaffiliates, shall execute such Reconstitution Agreement and/or related documents. The Servicer’s refusal to execute any Reconstitution Agreement whether through letters of its auditors and counsel or related documents may be based on any provision which materially (a) increases the liability of the Servicer and/or (b) affects Servicer’s profitability from that contemplated in this Agreementotherwise, unless the Servicer and as the Owner have come or any such other participant shall reasonably request and (ii) subject to previous agreement on terms with respect to substantially similar issues. The Owner hereby agrees to pay the Servicer for reasonable expenses incurred by the Servicer that relate to reviewing and commenting on the Reconstitution Agreement for such Whole Loan Transfer or Securitization Transaction in accordance with the related term sheet. Any cooperation from the Servicer in connection with any Whole Loan Transfer or Securitization Transaction contemplated by provisions of this Section 13.14 shall include delivery of a legal opinion relating 12.01(b), to the Servicer acceptable to the Ownerexecute, the furnishing of information for use deliver and satisfy all conditions set forth in an offering document for such Securitization Transaction relating to the Servicer (the “Servicer Information”). If requested any indemnity agreement required by the Owner in connection with or any Reconstitution, the Servicer and the Owner shall execute an indemnification agreement setting forth their respective indemnification obligations in connection therewith. In the event such participant; provided that the Servicer is not the master servicer, servicer or sub-servicer with respect given an opportunity to a Reconstitution, any review and all reasonable costs, fees and expenses incurred by Servicer reasonably negotiate in connection with the foregoing shall be reimbursed by Owner after receipt good faith provisions of an invoice therefor. such indemnity. (c) Any execution of a subservicing security servicing agreement or pooling and servicing reconstitution agreement by the Servicer shall be conditioned on the Servicer receiving the Securitization Servicing Fee or such other servicing fee acceptable to Servicer. Notwithstanding any provision to the contrary in this Agreement, in the event that the Servicer is the master servicer, servicer or sub-servicer with respect to a Reconstitution, the Owner agrees that in such Reconstitution any servicing performance termination triggers (in its reasonable discretion) shall be approved by the Servicer in its reasonable discretion; provided, that in the event that the Servicer does not approve any servicing performance termination triggers, the Owner shall, with respect to the Reconstitution, have the right to terminate the Servicer hereunder (a “Servicing Performance Trigger Termination”) and designate a successor servicer to act as master servicer, servicer or sub-servicer. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer Transfer, Private Securitization Transaction or Public Securitization Transaction 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. Notwithstanding any provision to the contrary in this Agreement, in the event that the Servicer is the servicer with respect to a Reconstitution, the Owner agrees that in such Reconstitution any servicing performance termination triggers shall be substantially similar to those contained in this Agreement or otherwise subject to approval by the Servicer in its reasonable discretion.

Cooperation of Servicer with a Reconstitution. The Servicer and the Owner agree that with respect to some or all of the Mortgage Loans, after the related Servicing Transfer Date, on one or more dates (each, a “Reconstitution Date”) at the Owner’s sole option, the Owner may effect eithera sale (each, a “Reconstitution”) of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to: (1a) one or more Whole Loan Transfers; (2) one or more Securitization Transactions; (3) one or more Whole Loan Transfers to Xxxxxx Mae under its Cash Purchase Program or MBS Program (Special Servicing Option); or (4b) one or more Whole Loan Transfers to Xxxxxxx Mac; or (c) one or more third party purchasers in one or more Whole Loan Transfers; or (d) one or more Securitization Transactions. The Servicer and the Owner acknowledge and agree that the Servicer is not obligated hereunder agrees to act as servicer in any Reconstitution and the Owner is not obligated hereunder to offer the Servicer the opportunity to act as servicer in any Reconstitution. The Servicer shall reasonably cooperate with the Owner execute in connection with any Whole Loan Transfer to Xxxxxx Mae or Xxxxxxx Mac, any and all pool purchase contracts, and/or agreements reasonably acceptable to the Servicer among the Owner, the Servicer, Xxxxxx Mae or Xxxxxxx Mac (as the case may be) and any servicer in connection with a Whole Loan Transfer, a Seller’s warranties and servicing agreement or a participation and servicing agreement in form and substance reasonably acceptable to the Servicer, and in connection with a Securitization Transaction, a pooling and servicing agreement or sale and servicing agreement in form and substance reasonably acceptable to the Servicer (collectively the agreements referred to herein are designated, the “Reconstitution contemplated Agreements”). In the event the Servicer is chosen by the Owner, and the Servicer agrees, to service any Mortgage Loans in connection with a Reconstitution, with respect to each Reconstitution entered into by the Owner, the Servicer agrees (1) to cooperate fully with the Owner and any prospective purchaser with respect to all reasonable requests and due diligence procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Owner pursuant and as negotiated by the parties; (3) to this Section 13.14, provided, however, that under no circumstances restate as nearly as possible the representations and in no event shall such cooperation include any act of the Servicer or any event affecting the Servicer which would materially increase the Servicer’s liabilities or obligations beyond those liabilities and obligations contained in this Agreement (except as otherwise warranties set forth in this Section 13.14). In connection with any Reconstitution in which the Owner and the Servicer have agreed that the Servicer shall act as the servicer in the Reconstitution, the Owner shall deliver any agreement (the “Reconstitution Agreement”) or other document related to the Reconstitution to the Servicer at least fifteen (15) days prior to such transfer; the Servicer’s refusal to cooperate with Owner based on late delivery of such documents shall result in no liability to the Servicer. Such Reconstitution Agreement may, in the Owner’s discretion, contain contractual provisions not set forth in this Agreement, including, but not limited to, (i) customary certificate payment delays, (ii) representations and warranties (dated as of the settlement or closing date in connection with such Reconstitution Date) of the Servicer conforming in all material respects to Date or make the representations and warranties regarding the Servicer set forth in this Agreement, as well as such reasonable and customary additional representations and warranties as may be required by the related selling/servicing guide of the master servicer or issuer, as the case may be, in connection with such Reconstitution, provided that the Servicer may negotiate the terms of any such additional representations and warranties, and (iii) such provisions with regard to servicing responsibilities, investor reporting, segregation and deposit of principal and interest payments, custody of the Mortgage Loans, and other provisions that conform to secondary market standards for mortgage-backed securities backed by mortgage loans similar to the Mortgage Loans or as may be required by one or more Rating Agencies. The Servicer shall promptly review such Reconstitution Agreement and/or related documents, and provided that such Reconstitution Agreement contains servicing provisions substantially similar to those herein, or otherwise acceptable to the Servicer in its reasonable discretion, shall execute such Reconstitution Agreement and/or related documents. The Servicer’s refusal to execute any Reconstitution Agreement or related documents may be based on any provision which materially (a) increases the liability of the Servicer and/or (b) affects Servicer’s profitability from that contemplated warranties not included in this Agreement, unless the Servicer and the Owner have come to previous agreement on terms with respect to substantially similar issues. The Owner hereby agrees to pay the Servicer for reasonable expenses incurred by the Servicer that relate to reviewing and commenting on the Reconstitution Agreement for such Whole Loan Transfer or Securitization Transaction in accordance with the related term sheet. Any cooperation from the Servicer in In connection with any Whole Loan Transfer or Securitization Transaction contemplated by this Section 13.14 shall include delivery of a legal opinion relating to the Servicer acceptable to the Owner, the furnishing of information for use in an offering document for such Securitization Transaction relating to the Servicer (the “Servicer Information”). If requested by the Owner in connection with any Reconstitution, the Servicer and the Owner shall execute an indemnification agreement setting forth their respective indemnification obligations in connection therewith. In the event that the Servicer is not the shall: (i) provide to such master servicer, servicer or sub-servicer with respect to a issuer, as the case may be, and any other participants in such Reconstitution, any and all reasonable costsinformation and appropriate verification of information which may be reasonably available to the Servicer or its affiliates, fees whether through letters of its auditors and expenses incurred by counsel or otherwise, as the Owner or any such other participant shall reasonably request, (ii) provide to such master servicer or issuer, as the case mat be, and any other participants in such Reconstitution, at the expense of the Owner (not to exceed $15,000), such opinions of counsel, letters from auditors, and certificates of public officials or officers of the Servicer in connection with the foregoing shall be reimbursed by Owner after receipt of an invoice therefor. Any execution of a subservicing agreement or pooling and servicing agreement as are reasonably believed necessary by the Servicer shall be conditioned on Owner or any such other participant; and (iii) execute, deliver and satisfy all conditions set forth in any indemnity agreement as required by the Owner or any such participant in the form of Exhibit G attached hereto. Moreover, the Servicer receiving the Securitization Servicing Fee or such other servicing fee acceptable agrees to Servicer. Notwithstanding any provision to the contrary in this Agreement, in the event that the Servicer is the master servicer, servicer or sub-servicer cooperate with respect to a Reconstitution, all reasonable requests made by the Owner agrees that in to effect such Reconstitution any servicing performance termination triggers (in its reasonable discretion) shall be approved by the Servicer in its reasonable discretion; provided, that in the event that the Servicer does not approve any servicing performance termination triggers, the Owner shall, with respect to the Reconstitution, have the right to terminate the Servicer hereunder (a “Servicing Performance Trigger Termination”) and designate a successor servicer to act as master servicer, servicer or sub-servicerAgreements. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Securitization Transaction Reconstitution shall be remain subject to this Agreement and and, if this Agreement shall remain in effect with respect to the Mortgage Loans, 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. With respect to any Mortgage Loans sold in a Securitization Transaction where the Servicer is a servicer, the Servicer agrees that on or before March 15th of each year beginning March 15, 2006, the Servicer shall deliver to the depositor, the master servicer (if any), and the trustee for the securitization trust created in the Securitization Transaction, and their officers, directors and affiliates, (b) a certification in the form attached as Exhibit I hereto, executed by the senior officer in charge of servicing at the Servicer for use in connection with any Form 10-K to be filed with the Securities and Exchange Commission with respect to the securitization trust and the annual statement of compliance and accountant’s report referred to in such certification. In such event the Servicer shall agree to the following indemnification provision: "The Servicer shall indemnify and hold harmless the depositor, the master servicer (if any), and the trustee, and their respective officers, directors and Affiliates, from and against any losses, damages, charges, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Servicer’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Servicer agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Servicer, on the other, in connection with a breach of the Servicer’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewith."

Cooperation of Servicer with a Reconstitution. The Servicer and the Owner agree that with respect to some or all of the Mortgage Loans, after the related Servicing Transfer Date, on one or more dates (each, a "Reconstitution Date") at the Owner's sole option, the Owner may effect eithera sale (each, a "Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to: (1a) one or more Whole Loan Transfers; (2) one or more Securitization Transactions; (3) one or more Whole Loan Transfers to Xxxxxx Fannie Mae under its Cash Purchase Program or MBS Program (Special Servicing Specxxx Xxrxxxing Option); or (4b) Whole Loan Transfers to Freddie Mac; or (c) one or more third party purchasexx xx xne or more Whole Loan Transfers to Xxxxxxx MacTransfers; or (d) one or more Securitization Transactions. The Servicer and the Owner acknowledge and agree that the Servicer is not obligated hereunder agrees to act as servicer in any Reconstitution and the Owner is not obligated hereunder to offer the Servicer the opportunity to act as servicer in any Reconstitution. The Servicer shall reasonably cooperate with the Owner execute in connection with any Whole Loan Transfer to Fannie Mae or Freddie Mac, any and all pool purchase contracts, xxx/xr xxreemxxxx xxasonably acceptable to the Servicer among the Owner, the Servicer, Fannie Mae or Freddie Mac (as the case may be) and any servicer xx xxnnection xxxx x Whole Loan Transfer, a Seller's warranties and servicing agreement or a participation and servicing agreement in form and substance reasonably acceptable to the Servicer, and in connection with a Securitization Transaction, a pooling and servicing agreement or sale and servicing agreement in form and substance reasonably acceptable to the Servicer (collectively the agreements referred to herein are designated, the "Reconstitution contemplated Agreements"). In the event the Servicer is chosen by the Owner, and the Servicer agrees, to service any Mortgage Loans in connection with a Reconstitution, with respect to each Reconstitution entered into by the Owner, the Servicer agrees (1) to cooperate fully with the Owner and any prospective purchaser with respect to all reasonable requests and due diligence procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Owner pursuant and as negotiated by the parties; (3) to this Section 13.14, provided, however, that under no circumstances restate as nearly as possible the representations and in no event shall such cooperation include any act of the Servicer or any event affecting the Servicer which would materially increase the Servicer’s liabilities or obligations beyond those liabilities and obligations contained in this Agreement (except as otherwise warranties set forth in this Section 13.14). In connection with any Reconstitution in which the Owner and the Servicer have agreed that the Servicer shall act as the servicer in the Reconstitution, the Owner shall deliver any agreement (the “Reconstitution Agreement”) or other document related to the Reconstitution to the Servicer at least fifteen (15) days prior to such transfer; the Servicer’s refusal to cooperate with Owner based on late delivery of such documents shall result in no liability to the Servicer. Such Reconstitution Agreement may, in the Owner’s discretion, contain contractual provisions not set forth in this Agreement, including, but not limited to, (i) customary certificate payment delays, (ii) representations and warranties (dated as of the settlement or closing date in connection with such Reconstitution Date) of the Servicer conforming in all material respects to Date or make the representations and warranties regarding the Servicer set forth in this Agreement, as well as such reasonable and customary additional representations and warranties as may be required by the related selling/servicing guide of the master servicer or issuer, as the case may be, in connection with such Reconstitution, provided that the Servicer may negotiate the terms of any such additional representations and warranties, and (iii) such provisions with regard to servicing responsibilities, investor reporting, segregation and deposit of principal and interest payments, custody of the Mortgage Loans, and other provisions that conform to secondary market standards for mortgage-backed securities backed by mortgage loans similar to the Mortgage Loans or as may be required by one or more Rating Agencies. The Servicer shall promptly review such Reconstitution Agreement and/or related documents, and provided that such Reconstitution Agreement contains servicing provisions substantially similar to those herein, or otherwise acceptable to the Servicer in its reasonable discretion, shall execute such Reconstitution Agreement and/or related documents. The Servicer’s refusal to execute any Reconstitution Agreement or related documents may be based on any provision which materially (a) increases the liability of the Servicer and/or (b) affects Servicer’s profitability from that contemplated warranties not included in this Agreement, unless the Servicer and the Owner have come to previous agreement on terms with respect to substantially similar issues. The Owner hereby agrees to pay the Servicer for reasonable expenses incurred by the Servicer that relate to reviewing and commenting on the Reconstitution Agreement for such Whole Loan Transfer or Securitization Transaction in accordance with the related term sheet. Any cooperation from the Servicer in In connection with any Whole Loan Transfer or Securitization Transaction contemplated by this Section 13.14 shall include delivery of a legal opinion relating to the Servicer acceptable to the Owner, the furnishing of information for use in an offering document for such Securitization Transaction relating to the Servicer (the “Servicer Information”). If requested by the Owner in connection with any Reconstitution, the Servicer and the Owner shall execute an indemnification agreement setting forth their respective indemnification obligations in connection therewith. In the event that the Servicer is not the shall: (i) provide to such master servicer, servicer or sub-servicer with respect to a issuer, as the case may be, and any other participants in such Reconstitution, any and all reasonable costsinformation and appropriate verification of information which may be reasonably available to the Servicer or its affiliates, fees whether through letters of its auditors and expenses incurred by counsel or otherwise, as the Owner or any such other participant shall reasonably request, (ii) provide to such master servicer or issuer, as the case mat be, and any other participants in such Reconstitution, at the expense of the Owner (not to exceed $15,000), such opinions of counsel, letters from auditors, and certificates of public officials or officers of the Servicer in connection with the foregoing shall be reimbursed by Owner after receipt of an invoice therefor. Any execution of a subservicing agreement or pooling and servicing agreement as are reasonably believed necessary by the Servicer shall be conditioned on Owner or any such other participant; and (iii) execute, deliver and satisfy all conditions set forth in any indemnity agreement as required by the Owner or any such participant in the form of Exhibit G attached hereto. Moreover, the Servicer receiving the Securitization Servicing Fee or such other servicing fee acceptable agrees to Servicer. Notwithstanding any provision to the contrary in this Agreement, in the event that the Servicer is the master servicer, servicer or sub-servicer cooperate with respect to a Reconstitution, all reasonable requests made by the Owner agrees that in to effect such Reconstitution any servicing performance termination triggers (in its reasonable discretion) shall be approved by the Servicer in its reasonable discretion; provided, that in the event that the Servicer does not approve any servicing performance termination triggers, the Owner shall, with respect to the Reconstitution, have the right to terminate the Servicer hereunder (a “Servicing Performance Trigger Termination”) and designate a successor servicer to act as master servicer, servicer or sub-servicerAgreements. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Securitization Transaction Reconstitution shall be remain subject to this Agreement and and, if this Agreement shall remain in effect with respect to the Mortgage Loans, 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. With respect to any Mortgage Loans sold in a Securitization Transaction where the Servicer is a servicer, the Servicer agrees that on or before March 15th of each year beginning March 15, 2006, the Servicer shall deliver to the depositor, the master servicer (if any), and the trustee for the securitization trust created in the Securitization Transaction, and their officers, directors and affiliates, (a) a certification in the form attached as Exhibit I hereto, executed by the senior officer in charge of servicing at the Servicer for use in connection with any Form 10-K to be filed with the Securities and Exchange Commission with respect to the securitization trust and the annual statement of compliance and accountant's report referred to in such certification. In such event the Servicer shall agree to the following indemnification provision: "The Servicer shall indemnify and hold harmless the depositor, the master servicer (if any), and the trustee, and their respective officers, directors and Affiliates, from and against any losses, damages, charges, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Servicer's obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Servicer agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Servicer, on the other, in connection with a breach of the Servicer's obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewith."

Cooperation of Servicer with a Reconstitution. The Servicer and the Owner agree that with respect to some or all of the Mortgage Loans, after the related Servicing Transfer Date, on one or more dates (each, a “Reconstitution Date”) at the Owner’s sole option, the Owner may effect eithera sale (each, a “Reconstitution”) of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to: (1a) one or more Whole Loan Transfers; (2) one or more Securitization Transactions; (3) one or more Whole Loan Transfers to Xxxxxx Fxxxxx Mae under its Cash Purchase Program or MBS Program (Special Servicing Option); or (4b) Whole Loan Transfers to Fxxxxxx Mac; or (c) one or more third party purchasers in one or more Whole Loan Transfers to Xxxxxxx MacTransfers; or (d) one or more Securitization Transactions. The Servicer and the Owner acknowledge and agree that the Servicer is not obligated hereunder agrees to act as servicer in any Reconstitution and the Owner is not obligated hereunder to offer the Servicer the opportunity to act as servicer in any Reconstitution. The Servicer shall reasonably cooperate with the Owner execute in connection with any Whole Loan Transfer to Fxxxxx Mae or Fxxxxxx Mac, any and all pool purchase contracts, and/or agreements reasonably acceptable to the Servicer among the Owner, the Servicer, Fxxxxx Mae or Fxxxxxx Mac (as the case may be) and any servicer in connection with a Whole Loan Transfer, a Seller’s warranties and servicing agreement or a participation and servicing agreement in form and substance reasonably acceptable to the Servicer, and in connection with a Securitization Transaction, a pooling and servicing agreement or sale and servicing agreement in form and substance reasonably acceptable to the Servicer (collectively the agreements referred to herein are designated, the “Reconstitution contemplated Agreements”). In the event the Servicer is chosen by the Owner, and the Servicer agrees, to service any Mortgage Loans in connection with a Reconstitution, with respect to each Reconstitution entered into by the Owner, the Servicer agrees (1) to cooperate fully with the Owner and any prospective purchaser with respect to all reasonable requests and due diligence procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Owner pursuant and as negotiated by the parties; (3) to this Section 13.14, provided, however, that under no circumstances restate as nearly as possible the representations and in no event shall such cooperation include any act of the Servicer or any event affecting the Servicer which would materially increase the Servicer’s liabilities or obligations beyond those liabilities and obligations contained in this Agreement (except as otherwise warranties set forth in this Section 13.14). In connection with any Reconstitution in which the Owner and the Servicer have agreed that the Servicer shall act as the servicer in the Reconstitution, the Owner shall deliver any agreement (the “Reconstitution Agreement”) or other document related to the Reconstitution to the Servicer at least fifteen (15) days prior to such transfer; the Servicer’s refusal to cooperate with Owner based on late delivery of such documents shall result in no liability to the Servicer. Such Reconstitution Agreement may, in the Owner’s discretion, contain contractual provisions not set forth in this Agreement, including, but not limited to, (i) customary certificate payment delays, (ii) representations and warranties (dated as of the settlement or closing date in connection with such Reconstitution Date) of the Servicer conforming in all material respects to Date or make the representations and warranties regarding the Servicer set forth in this Agreement, as well as such reasonable and customary additional representations and warranties as may be required by the related selling/servicing guide of the master servicer or issuer, as the case may be, in connection with such Reconstitution, provided that the Servicer may negotiate the terms of any such additional representations and warranties, and (iii) such provisions with regard to servicing responsibilities, investor reporting, segregation and deposit of principal and interest payments, custody of the Mortgage Loans, and other provisions that conform to secondary market standards for mortgage-backed securities backed by mortgage loans similar to the Mortgage Loans or as may be required by one or more Rating Agencies. The Servicer shall promptly review such Reconstitution Agreement and/or related documents, and provided that such Reconstitution Agreement contains servicing provisions substantially similar to those herein, or otherwise acceptable to the Servicer in its reasonable discretion, shall execute such Reconstitution Agreement and/or related documents. The Servicer’s refusal to execute any Reconstitution Agreement or related documents may be based on any provision which materially (a) increases the liability of the Servicer and/or (b) affects Servicer’s profitability from that contemplated warranties not included in this Agreement, unless the Servicer and the Owner have come to previous agreement on terms with respect to substantially similar issues. The Owner hereby agrees to pay the Servicer for reasonable expenses incurred by the Servicer that relate to reviewing and commenting on the Reconstitution Agreement for such Whole Loan Transfer or Securitization Transaction in accordance with the related term sheet. Any cooperation from the Servicer in In connection with any Whole Loan Transfer or Securitization Transaction contemplated by this Section 13.14 shall include delivery of a legal opinion relating to the Servicer acceptable to the Owner, the furnishing of information for use in an offering document for such Securitization Transaction relating to the Servicer (the “Servicer Information”). If requested by the Owner in connection with any Reconstitution, the Servicer and the Owner shall execute an indemnification agreement setting forth their respective indemnification obligations in connection therewith. In the event that the Servicer is not the shall: (i) provide to such master servicer, servicer or sub-servicer with respect to a issuer, as the case may be, and any other participants in such Reconstitution, any and all reasonable costsinformation and appropriate verification of information which may be reasonably available to the Servicer or its affiliates, fees whether through letters of its auditors and expenses incurred by counsel or otherwise, as the Owner or any such other participant shall reasonably request, (ii) provide to such master servicer or issuer, as the case mat be, and any other participants in such Reconstitution, at the expense of the Owner (not to exceed $15,000), such opinions of counsel, letters from auditors, and certificates of public officials or officers of the Servicer in connection with the foregoing shall be reimbursed by Owner after receipt of an invoice therefor. Any execution of a subservicing agreement or pooling and servicing agreement as are reasonably believed necessary by the Servicer shall be conditioned on Owner or any such other participant; and (iii) execute, deliver and satisfy all conditions set forth in any indemnity agreement as required by the Owner or any such participant in the form of Exhibit G attached hereto. Moreover, the Servicer receiving the Securitization Servicing Fee or such other servicing fee acceptable agrees to Servicer. Notwithstanding any provision to the contrary in this Agreement, in the event that the Servicer is the master servicer, servicer or sub-servicer cooperate with respect to a Reconstitution, all reasonable requests made by the Owner agrees that in to effect such Reconstitution any servicing performance termination triggers (in its reasonable discretion) shall be approved by the Servicer in its reasonable discretion; provided, that in the event that the Servicer does not approve any servicing performance termination triggers, the Owner shall, with respect to the Reconstitution, have the right to terminate the Servicer hereunder (a “Servicing Performance Trigger Termination”) and designate a successor servicer to act as master servicer, servicer or sub-servicerAgreements. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Securitization Transaction Reconstitution shall be remain subject to this Agreement and and, if this Agreement shall remain in effect with respect to the Mortgage Loans, 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. With respect to any Mortgage Loans sold in a Securitization Transaction where the Servicer is a servicer, the Servicer agrees that on or before March 15th of each year beginning March 15, 2006, the Servicer shall deliver to the depositor, the master servicer (if any), and the trustee for the securitization trust created in the Securitization Transaction, and their officers, directors and affiliates, (b) a certification in the form attached as Exhibit I hereto, executed by the senior officer in charge of servicing at the Servicer for use in connection with any Form 10-K to be filed with the Securities and Exchange Commission with respect to the securitization trust and the annual statement of compliance and accountant’s report referred to in such certification. In such event the Servicer shall agree to the following indemnification provision: "The Servicer shall indemnify and hold harmless the depositor, the master servicer (if any), and the trustee, and their respective officers, directors and Affiliates, from and against any losses, damages, charges, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Servicer’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Servicer agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Servicer, on the other, in connection with a breach of the Servicer’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewith."

Cooperation of Servicer with a Reconstitution. The Servicer and the Owner agree that with respect to some or all of the Mortgage Loans, after the related Servicing Transfer Date, on one or more dates (each, a "Reconstitution Date") at the Owner's sole option, the Owner may effect eithera sale (each, a "Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to: (1a) one or more Whole Loan Transfers; (2) one or more Securitization Transactions; (3) one or more Whole Loan Transfers to Xxxxxx Fannie Mae under its Cash Purchase Program or MBS Program (Special Servicing Speciax Xxxxixxxg Option); or (4b) Whole Loan Transfers to Freddie Mac; or (c) one or more third party purchasexx xx xne or more Whole Loan Transfers to Xxxxxxx MacTransfers; or (d) one or more Securitization Transactions. The Servicer and the Owner acknowledge and agree that the Servicer is not obligated hereunder agrees to act as servicer in any Reconstitution and the Owner is not obligated hereunder to offer the Servicer the opportunity to act as servicer in any Reconstitution. The Servicer shall reasonably cooperate with the Owner execute in connection with any Whole Loan Transfer to Fannie Mae or Freddie Mac, any and all pool purchase contracts, axx/xx axxxemenxx xxxxonably acceptable to the Servicer among the Owner, the Servicer, Fannie Mae or Freddie Mac (as the case may be) and any servicer ix xxxxection wxxx x Xhole Loan Transfer, a Seller's warranties and servicing agreement or a participation and servicing agreement in form and substance reasonably acceptable to the Servicer, and in connection with a Securitization Transaction, a pooling and servicing agreement or sale and servicing agreement in form and substance reasonably acceptable to the Servicer (collectively the agreements referred to herein are designated, the "Reconstitution contemplated Agreements"). In the event the Servicer is chosen by the Owner, and the Servicer agrees, to service any Mortgage Loans in connection with a Reconstitution, with respect to each Reconstitution entered into by the Owner, the Servicer agrees (1) to cooperate fully with the Owner and any prospective purchaser with respect to all reasonable requests and due diligence procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Owner pursuant and as negotiated by the parties; (3) to this Section 13.14, provided, however, that under no circumstances restate as nearly as possible the representations and in no event shall such cooperation include any act of the Servicer or any event affecting the Servicer which would materially increase the Servicer’s liabilities or obligations beyond those liabilities and obligations contained in this Agreement (except as otherwise warranties set forth in this Section 13.14). In connection with any Reconstitution in which the Owner and the Servicer have agreed that the Servicer shall act as the servicer in the Reconstitution, the Owner shall deliver any agreement (the “Reconstitution Agreement”) or other document related to the Reconstitution to the Servicer at least fifteen (15) days prior to such transfer; the Servicer’s refusal to cooperate with Owner based on late delivery of such documents shall result in no liability to the Servicer. Such Reconstitution Agreement may, in the Owner’s discretion, contain contractual provisions not set forth in this Agreement, including, but not limited to, (i) customary certificate payment delays, (ii) representations and warranties (dated as of the settlement or closing date in connection with such Reconstitution Date) of the Servicer conforming in all material respects to Date or make the representations and warranties regarding the Servicer set forth in this Agreement, as well as such reasonable and customary additional representations and warranties as may be required by the related selling/servicing guide of the master servicer or issuer, as the case may be, in connection with such Reconstitution, provided that the Servicer may negotiate the terms of any such additional representations and warranties, and (iii) such provisions with regard to servicing responsibilities, investor reporting, segregation and deposit of principal and interest payments, custody of the Mortgage Loans, and other provisions that conform to secondary market standards for mortgage-backed securities backed by mortgage loans similar to the Mortgage Loans or as may be required by one or more Rating Agencies. The Servicer shall promptly review such Reconstitution Agreement and/or related documents, and provided that such Reconstitution Agreement contains servicing provisions substantially similar to those herein, or otherwise acceptable to the Servicer in its reasonable discretion, shall execute such Reconstitution Agreement and/or related documents. The Servicer’s refusal to execute any Reconstitution Agreement or related documents may be based on any provision which materially (a) increases the liability of the Servicer and/or (b) affects Servicer’s profitability from that contemplated warranties not included in this Agreement, unless the Servicer and the Owner have come to previous agreement on terms with respect to substantially similar issues. The Owner hereby agrees to pay the Servicer for reasonable expenses incurred by the Servicer that relate to reviewing and commenting on the Reconstitution Agreement for such Whole Loan Transfer or Securitization Transaction in accordance with the related term sheet. Any cooperation from the Servicer in In connection with any Whole Loan Transfer or Securitization Transaction contemplated by this Section 13.14 shall include delivery of a legal opinion relating to the Servicer acceptable to the Owner, the furnishing of information for use in an offering document for such Securitization Transaction relating to the Servicer (the “Servicer Information”). If requested by the Owner in connection with any Reconstitution, the Servicer and the Owner shall execute an indemnification agreement setting forth their respective indemnification obligations in connection therewith. In the event that the Servicer is not the shall: (i) provide to such master servicer, servicer or sub-servicer with respect to a issuer, as the case may be, and any other participants in such Reconstitution, any and all reasonable costsinformation and appropriate verification of information which may be reasonably available to the Servicer or its affiliates, fees whether through letters of its auditors and expenses incurred by counsel or otherwise, as the Owner or any such other participant shall reasonably request, (ii) provide to such master servicer or issuer, as the case mat be, and any other participants in such Reconstitution, at the expense of the Owner (not to exceed $15,000), such opinions of counsel, letters from auditors, and certificates of public officials or officers of the Servicer in connection with the foregoing shall be reimbursed by Owner after receipt of an invoice therefor. Any execution of a subservicing agreement or pooling and servicing agreement as are reasonably believed necessary by the Servicer shall be conditioned on Owner or any such other participant; and (iii) execute, deliver and satisfy all conditions set forth in any indemnity agreement as required by the Owner or any such participant in the form of Exhibit G attached hereto. Moreover, the Servicer receiving the Securitization Servicing Fee or such other servicing fee acceptable agrees to Servicer. Notwithstanding any provision to the contrary in this Agreement, in the event that the Servicer is the master servicer, servicer or sub-servicer cooperate with respect to a Reconstitution, all reasonable requests made by the Owner agrees that in to effect such Reconstitution any servicing performance termination triggers (in its reasonable discretion) shall be approved by the Servicer in its reasonable discretion; provided, that in the event that the Servicer does not approve any servicing performance termination triggers, the Owner shall, with respect to the Reconstitution, have the right to terminate the Servicer hereunder (a “Servicing Performance Trigger Termination”) and designate a successor servicer to act as master servicer, servicer or sub-servicerAgreements. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Securitization Transaction Reconstitution shall be remain subject to this Agreement and and, if this Agreement shall remain in effect with respect to the Mortgage Loans, 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. With respect to any Mortgage Loans sold in a Securitization Transaction where the Servicer is a servicer, the Servicer agrees that on or before March 15th of each year beginning March 15, 2006, the Servicer shall deliver to the depositor, the master servicer (if any), and the trustee for the securitization trust created in the Securitization Transaction, and their officers, directors and affiliates, (a) a certification in the form attached as Exhibit I hereto, executed by the senior officer in charge of servicing at the Servicer for use in connection with any Form 10-K to be filed with the Securities and Exchange Commission with respect to the securitization trust and the annual statement of compliance and accountant's report referred to in such certification. In such event the Servicer shall agree to the following indemnification provision: "The Servicer shall indemnify and hold harmless the depositor, the master servicer (if any), and the trustee, and their respective officers, directors and Affiliates, from and against any losses, damages, charges, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Servicer's obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Servicer agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Servicer, on the other, in connection with a breach of the Servicer's obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewith."

Cooperation of Servicer with a Reconstitution. The Servicer and the Owner agree that with respect to some or all of the Mortgage Loans, after the related Servicing Transfer Date, on one or more dates (each, a "Reconstitution Date") at the Owner's sole option, the Owner may effect eithera sale (each, a "Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to: (1a) one or more Whole Loan Transfers; (2) one or more Securitization Transactions; (3) one or more Whole Loan Transfers to Xxxxxx Fannie Mae under its Cash Purchase Program or MBS Program (Special Servicing Xxxxxcxxx Option); or (4b) Whole Loan Transfers to Freddie Mac; or (c) one or more third party purchaserx xx xxe or more Whole Loan Transfers to Xxxxxxx MacTransfers; or (d) one or more Securitization Transactions. The Servicer and the Owner acknowledge and agree that the Servicer is not obligated hereunder agrees to act as servicer in any Reconstitution and the Owner is not obligated hereunder to offer the Servicer the opportunity to act as servicer in any Reconstitution. The Servicer shall reasonably cooperate with the Owner execute in connection with any Whole Loan Transfer to Fannie Mae or Freddie Mac, any and all pool purchase contracts, anx/xx xgxxxmentx xxxxxnably acceptable to the Servicer among the Owner, the Servicer, Fannie Mae or Freddie Mac (as the case may be) and any servicer in xxxxxction wixx x Xxole Loan Transfer, a Seller's warranties and servicing agreement or a participation and servicing agreement in form and substance reasonably acceptable to the Servicer, and in connection with a Securitization Transaction, a pooling and servicing agreement or sale and servicing agreement in form and substance reasonably acceptable to the Servicer (collectively the agreements referred to herein are designated, the "Reconstitution contemplated Agreements"). In the event the Servicer is chosen by the Owner, and the Servicer agrees, to service any Mortgage Loans in connection with a Reconstitution, with respect to each Reconstitution entered into by the Owner, the Servicer agrees (1) to cooperate fully with the Owner and any prospective purchaser with respect to all reasonable requests and due diligence procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Owner pursuant and as negotiated by the parties; (3) to this Section 13.14, provided, however, that under no circumstances restate as nearly as possible the representations and in no event shall such cooperation include any act of the Servicer or any event affecting the Servicer which would materially increase the Servicer’s liabilities or obligations beyond those liabilities and obligations contained in this Agreement (except as otherwise warranties set forth in this Section 13.14). In connection with any Reconstitution in which the Owner and the Servicer have agreed that the Servicer shall act as the servicer in the Reconstitution, the Owner shall deliver any agreement (the “Reconstitution Agreement”) or other document related to the Reconstitution to the Servicer at least fifteen (15) days prior to such transfer; the Servicer’s refusal to cooperate with Owner based on late delivery of such documents shall result in no liability to the Servicer. Such Reconstitution Agreement may, in the Owner’s discretion, contain contractual provisions not set forth in this Agreement, including, but not limited to, (i) customary certificate payment delays, (ii) representations and warranties (dated as of the settlement or closing date in connection with such Reconstitution Date) of the Servicer conforming in all material respects to Date or make the representations and warranties regarding the Servicer set forth in this Agreement, as well as such reasonable and customary additional representations and warranties as may be required by the related selling/servicing guide of the master servicer or issuer, as the case may be, in connection with such Reconstitution, provided that the Servicer may negotiate the terms of any such additional representations and warranties, and (iii) such provisions with regard to servicing responsibilities, investor reporting, segregation and deposit of principal and interest payments, custody of the Mortgage Loans, and other provisions that conform to secondary market standards for mortgage-backed securities backed by mortgage loans similar to the Mortgage Loans or as may be required by one or more Rating Agencies. The Servicer shall promptly review such Reconstitution Agreement and/or related documents, and provided that such Reconstitution Agreement contains servicing provisions substantially similar to those herein, or otherwise acceptable to the Servicer in its reasonable discretion, shall execute such Reconstitution Agreement and/or related documents. The Servicer’s refusal to execute any Reconstitution Agreement or related documents may be based on any provision which materially (a) increases the liability of the Servicer and/or (b) affects Servicer’s profitability from that contemplated warranties not included in this Agreement, unless the Servicer and the Owner have come to previous agreement on terms with respect to substantially similar issues. The Owner hereby agrees to pay the Servicer for reasonable expenses incurred by the Servicer that relate to reviewing and commenting on the Reconstitution Agreement for such Whole Loan Transfer or Securitization Transaction in accordance with the related term sheet. Any cooperation from the Servicer in In connection with any Whole Loan Transfer or Securitization Transaction contemplated by this Section 13.14 shall include delivery of a legal opinion relating to the Servicer acceptable to the Owner, the furnishing of information for use in an offering document for such Securitization Transaction relating to the Servicer (the “Servicer Information”). If requested by the Owner in connection with any Reconstitution, the Servicer and the Owner shall execute an indemnification agreement setting forth their respective indemnification obligations in connection therewith. In the event that the Servicer is not the shall: (i) provide to such master servicer, servicer or sub-servicer with respect to a issuer, as the case may be, and any other participants in such Reconstitution, any and all reasonable costsinformation and appropriate verification of information which may be reasonably available to the Servicer or its affiliates, fees whether through letters of its auditors and expenses incurred by counsel or otherwise, as the Owner or any such other participant shall reasonably request, (ii) provide to such master servicer or issuer, as the case mat be, and any other participants in such Reconstitution, at the expense of the Owner (not to exceed $15,000), such opinions of counsel, letters from auditors, and certificates of public officials or officers of the Servicer in connection with the foregoing shall be reimbursed by Owner after receipt of an invoice therefor. Any execution of a subservicing agreement or pooling and servicing agreement as are reasonably believed necessary by the Servicer shall be conditioned on Owner or any such other participant; and (iii) execute, deliver and satisfy all conditions set forth in any indemnity agreement as required by the Owner or any such participant in the form of Exhibit G attached hereto. Moreover, the Servicer receiving the Securitization Servicing Fee or such other servicing fee acceptable agrees to Servicer. Notwithstanding any provision to the contrary in this Agreement, in the event that the Servicer is the master servicer, servicer or sub-servicer cooperate with respect to a Reconstitution, all reasonable requests made by the Owner agrees that in to effect such Reconstitution any servicing performance termination triggers (in its reasonable discretion) shall be approved by the Servicer in its reasonable discretion; provided, that in the event that the Servicer does not approve any servicing performance termination triggers, the Owner shall, with respect to the Reconstitution, have the right to terminate the Servicer hereunder (a “Servicing Performance Trigger Termination”) and designate a successor servicer to act as master servicer, servicer or sub-servicerAgreements. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Securitization Transaction Reconstitution shall be remain subject to this Agreement and and, if this Agreement shall remain in effect with respect to the Mortgage Loans, 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. With respect to any Mortgage Loans sold in a Securitization Transaction where the Servicer is a servicer, the Servicer agrees that on or before March 15th of each year beginning March 15, 2006, the Servicer shall deliver to the depositor, the master servicer (if any), and the trustee for the securitization trust created in the Securitization Transaction, and their officers, directors and affiliates, (a) a certification in the form attached as Exhibit I hereto, executed by the senior officer in charge of servicing at the Servicer for use in connection with any Form 10-K to be filed with the Securities and Exchange Commission with respect to the securitization trust and the annual statement of compliance and accountant's report referred to in such certification. In such event the Servicer shall agree to the following indemnification provision: "The Servicer shall indemnify and hold harmless the depositor, the master servicer (if any), and the trustee, and their respective officers, directors and Affiliates, from and against any losses, damages, charges, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Servicer's obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Servicer agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Servicer, on the other, in connection with a breach of the Servicer's obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewith."

Cooperation of Servicer with a Reconstitution. The Servicer and the Owner agree that with respect to some or all of the Mortgage Loans, after the related Servicing Transfer Date, on one or more dates (each, a "Reconstitution Date") at the Owner's sole option, the Owner may effect eithera sale (each, a "Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to: (1a) one or more Whole Loan Transfers; (2) one or more Securitization Transactions; (3) one or more Whole Loan Transfers to Xxxxxx Fannie Mae under its Cash Purchase Program or MBS Program (Special Servicing Specixx Xxxvxxxng Option); or (4b) Whole Loan Transfers to Freddie Mac; or (c) one or more third party purchasxxx xx one or more Whole Loan Transfers to Xxxxxxx MacTransfers; or (d) one or more Securitization Transactions. The Servicer and the Owner acknowledge and agree that the Servicer is not obligated hereunder agrees to act as servicer in any Reconstitution and the Owner is not obligated hereunder to offer the Servicer the opportunity to act as servicer in any Reconstitution. The Servicer shall reasonably cooperate with the Owner execute in connection with any Whole Loan Transfer to Fannie Mae or Freddie Mac, any and all pool purchase contracts, xxx/xx xxxeemexxx xxxsonably acceptable to the Servicer among the Owner, the Servicer, Fannie Mae or Freddie Mac (as the case may be) and any servicer xx xxxnection xxxx x Whole Loan Transfer, a Seller's warranties and servicing agreement or a participation and servicing agreement in form and substance reasonably acceptable to the Servicer, and in connection with a Securitization Transaction, a pooling and servicing agreement or sale and servicing agreement in form and substance reasonably acceptable to the Servicer (collectively the agreements referred to herein are designated, the "Reconstitution contemplated Agreements"). In the event the Servicer is chosen by the Owner, and the Servicer agrees, to service any Mortgage Loans in connection with a Reconstitution, with respect to each Reconstitution entered into by the Owner, the Servicer agrees (1) to cooperate fully with the Owner and any prospective purchaser with respect to all reasonable requests and due diligence procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Owner pursuant and as negotiated by the parties; (3) to this Section 13.14, provided, however, that under no circumstances restate as nearly as possible the representations and in no event shall such cooperation include any act of the Servicer or any event affecting the Servicer which would materially increase the Servicer’s liabilities or obligations beyond those liabilities and obligations contained in this Agreement (except as otherwise warranties set forth in this Section 13.14). In connection with any Reconstitution in which the Owner and the Servicer have agreed that the Servicer shall act as the servicer in the Reconstitution, the Owner shall deliver any agreement (the “Reconstitution Agreement”) or other document related to the Reconstitution to the Servicer at least fifteen (15) days prior to such transfer; the Servicer’s refusal to cooperate with Owner based on late delivery of such documents shall result in no liability to the Servicer. Such Reconstitution Agreement may, in the Owner’s discretion, contain contractual provisions not set forth in this Agreement, including, but not limited to, (i) customary certificate payment delays, (ii) representations and warranties (dated as of the settlement or closing date in connection with such Reconstitution Date) of the Servicer conforming in all material respects to Date or make the representations and warranties regarding the Servicer set forth in this Agreement, as well as such reasonable and customary additional representations and warranties as may be required by the related selling/servicing guide of the master servicer or issuer, as the case may be, in connection with such Reconstitution, provided that the Servicer may negotiate the terms of any such additional representations and warranties, and (iii) such provisions with regard to servicing responsibilities, investor reporting, segregation and deposit of principal and interest payments, custody of the Mortgage Loans, and other provisions that conform to secondary market standards for mortgage-backed securities backed by mortgage loans similar to the Mortgage Loans or as may be required by one or more Rating Agencies. The Servicer shall promptly review such Reconstitution Agreement and/or related documents, and provided that such Reconstitution Agreement contains servicing provisions substantially similar to those herein, or otherwise acceptable to the Servicer in its reasonable discretion, shall execute such Reconstitution Agreement and/or related documents. The Servicer’s refusal to execute any Reconstitution Agreement or related documents may be based on any provision which materially (a) increases the liability of the Servicer and/or (b) affects Servicer’s profitability from that contemplated warranties not included in this Agreement, unless the Servicer and the Owner have come to previous agreement on terms with respect to substantially similar issues. The Owner hereby agrees to pay the Servicer for reasonable expenses incurred by the Servicer that relate to reviewing and commenting on the Reconstitution Agreement for such Whole Loan Transfer or Securitization Transaction in accordance with the related term sheet. Any cooperation from the Servicer in In connection with any Whole Loan Transfer or Securitization Transaction contemplated by this Section 13.14 shall include delivery of a legal opinion relating to the Servicer acceptable to the Owner, the furnishing of information for use in an offering document for such Securitization Transaction relating to the Servicer (the “Servicer Information”). If requested by the Owner in connection with any Reconstitution, the Servicer and the Owner shall execute an indemnification agreement setting forth their respective indemnification obligations in connection therewith. In the event that the Servicer is not the shall: (i) provide to such master servicer, servicer or sub-servicer with respect to a issuer, as the case may be, and any other participants in such Reconstitution, any and all reasonable costsinformation and appropriate verification of information which may be reasonably available to the Servicer or its affiliates, fees whether through letters of its auditors and expenses incurred by counsel or otherwise, as the Owner or any such other participant shall reasonably request, (ii) provide to such master servicer or issuer, as the case mat be, and any other participants in such Reconstitution, at the expense of the Owner (not to exceed $15,000), such opinions of counsel, letters from auditors, and certificates of public officials or officers of the Servicer in connection with the foregoing shall be reimbursed by Owner after receipt of an invoice therefor. Any execution of a subservicing agreement or pooling and servicing agreement as are reasonably believed necessary by the Servicer shall be conditioned on Owner or any such other participant; and (iii) execute, deliver and satisfy all conditions set forth in any indemnity agreement as required by the Owner or any such participant in the form of Exhibit G attached hereto. Moreover, the Servicer receiving the Securitization Servicing Fee or such other servicing fee acceptable agrees to Servicer. Notwithstanding any provision to the contrary in this Agreement, in the event that the Servicer is the master servicer, servicer or sub-servicer cooperate with respect to a Reconstitution, all reasonable requests made by the Owner agrees that in to effect such Reconstitution any servicing performance termination triggers (in its reasonable discretion) shall be approved by the Servicer in its reasonable discretion; provided, that in the event that the Servicer does not approve any servicing performance termination triggers, the Owner shall, with respect to the Reconstitution, have the right to terminate the Servicer hereunder (a “Servicing Performance Trigger Termination”) and designate a successor servicer to act as master servicer, servicer or sub-servicerAgreements. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Securitization Transaction Reconstitution shall be remain subject to this Agreement and and, if this Agreement shall remain in effect with respect to the Mortgage Loans, 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. With respect to any Mortgage Loans sold in a Securitization Transaction where the Servicer is a servicer, the Servicer agrees that on or before March 15th of each year beginning March 15, 2006, the Servicer shall deliver to the depositor, the master servicer (if any), and the trustee for the securitization trust created in the Securitization Transaction, and their officers, directors and affiliates, (a) a certification in the form attached as Exhibit I hereto, executed by the senior officer in charge of servicing at the Servicer for use in connection with any Form 10-K to be filed with the Securities and Exchange Commission with respect to the securitization trust and the annual statement of compliance and accountant's report referred to in such certification. In such event the Servicer shall agree to the following indemnification provision: "The Servicer shall indemnify and hold harmless the depositor, the master servicer (if any), and the trustee, and their respective officers, directors and Affiliates, from and against any losses, damages, charges, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Servicer's obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Servicer agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Servicer, on the other, in connection with a breach of the Servicer's obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewith."

Cooperation of Servicer with a Reconstitution. The Servicer and the Owner agree that with respect to some or all of the Mortgage Loans, after the related Servicing Transfer Date, on one or more dates (each, a “Reconstitution Date”) at the Owner’s sole option, the Owner may effect eithera sale (each, a “Reconstitution”) of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to: (1a) one or more Whole Loan Transfers; (2) one or more Securitization Transactions; (3) one or more Whole Loan Transfers to Xxxxxx Mae under its Cash Purchase Program or MBS Program (Special Servicing Option); or (4b) one or more Whole Loan Transfers to Xxxxxxx Mac; or (c) one or more third party purchasers in one or more Whole Loan Transfers; or (d) one or more Securitization Transactions. The Servicer and the Owner acknowledge and agree that the Servicer is not obligated hereunder agrees to act as servicer in any Reconstitution and the Owner is not obligated hereunder to offer the Servicer the opportunity to act as servicer in any Reconstitution. The Servicer shall reasonably cooperate with the Owner execute in connection with any Whole Loan Transfer to Xxxxxx Mae or Xxxxxxx Mac, any and all pool purchase contracts, and/or agreements reasonably acceptable to the Servicer among the Owner, the Servicer, Xxxxxx Mae or Xxxxxxx Mac (as the case may be) and any servicer in connection with a Whole Loan Transfer, a Seller’s warranties and servicing agreement or a participation and servicing agreement in form and substance reasonably acceptable to the Servicer, and in connection with a Securitization Transaction, a pooling and servicing agreement or sale and servicing agreement in form and substance reasonably acceptable to the Servicer (collectively the agreements referred to herein are designated, the “Reconstitution contemplated Agreements”). In the event the Servicer is chosen by the Owner, and the Servicer agrees, to service any Mortgage Loans in connection with a Reconstitution, with respect to each Reconstitution entered into by the Owner, the Servicer agrees (1) to cooperate fully with the Owner and any prospective purchaser with respect to all reasonable requests and due diligence procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Owner pursuant and as negotiated by the parties; (3) to this Section 13.14, provided, however, that under no circumstances restate as nearly as possible the representations and in no event shall such cooperation include any act of the Servicer or any event affecting the Servicer which would materially increase the Servicer’s liabilities or obligations beyond those liabilities and obligations contained in this Agreement (except as otherwise warranties set forth in this Section 13.14). In connection with any Reconstitution in which the Owner and the Servicer have agreed that the Servicer shall act as the servicer in the Reconstitution, the Owner shall deliver any agreement (the “Reconstitution Agreement”) or other document related to the Reconstitution to the Servicer at least fifteen (15) days prior to such transfer; the Servicer’s refusal to cooperate with Owner based on late delivery of such documents shall result in no liability to the Servicer. Such Reconstitution Agreement may, in the Owner’s discretion, contain contractual provisions not set forth in this Agreement, including, but not limited to, (i) customary certificate payment delays, (ii) representations and warranties (dated as of the settlement or closing date in connection with such Reconstitution Date) of the Servicer conforming in all material respects to Date or make the representations and warranties regarding the Servicer set forth in this Agreement, as well as such reasonable and customary additional representations and warranties as may be required by the related selling/servicing guide of the master servicer or issuer, as the case may be, in connection with such Reconstitution, provided that the Servicer may negotiate the terms of any such additional representations and warranties, and (iii) such provisions with regard to servicing responsibilities, investor reporting, segregation and deposit of principal and interest payments, custody of the Mortgage Loans, and other provisions that conform to secondary market standards for mortgage-backed securities backed by mortgage loans similar to the Mortgage Loans or as may be required by one or more Rating Agencies. The Servicer shall promptly review such Reconstitution Agreement and/or related documents, and provided that such Reconstitution Agreement contains servicing provisions substantially similar to those herein, or otherwise acceptable to the Servicer in its reasonable discretion, shall execute such Reconstitution Agreement and/or related documents. The Servicer’s refusal to execute any Reconstitution Agreement or related documents may be based on any provision which materially (a) increases the liability of the Servicer and/or (b) affects Servicer’s profitability from that contemplated warranties not included in this Agreement, unless the Servicer and the Owner have come to previous agreement on terms with respect to substantially similar issues. The Owner hereby agrees to pay the Servicer for reasonable expenses incurred by the Servicer that relate to reviewing and commenting on the Reconstitution Agreement for such Whole Loan Transfer or Securitization Transaction in accordance with the related term sheet. Any cooperation from the Servicer in In connection with any Whole Loan Transfer or Securitization Transaction contemplated by this Section 13.14 shall include delivery of a legal opinion relating to the Servicer acceptable to the Owner, the furnishing of information for use in an offering document for such Securitization Transaction relating to the Servicer (the “Servicer Information”). If requested by the Owner in connection with any Reconstitution, the Servicer and the Owner shall execute an indemnification agreement setting forth their respective indemnification obligations in connection therewith. In the event that the Servicer is not the shall: (i) provide to such master servicer, servicer or sub-servicer with respect to a issuer, as the case may be, and any other participants in such Reconstitution, any and all reasonable costsinformation and appropriate verification of information which may be reasonably available to the Servicer or its affiliates, fees whether through letters of its auditors and expenses incurred by counsel or otherwise, as the Owner or any such other participant shall reasonably request, (ii) provide to such master servicer or issuer, as the case mat be, and any other participants in such Reconstitution, at the expense of the Owner (not to exceed $15,000), such opinions of counsel, letters from auditors, and certificates of public officials or officers of the Servicer in connection with the foregoing shall be reimbursed by Owner after receipt of an invoice therefor. Any execution of a subservicing agreement or pooling and servicing agreement as are reasonably believed necessary by the Servicer shall be conditioned on Owner or any such other participant; and (iii) execute, deliver and satisfy all conditions set forth in any indemnity agreement as required by the Owner or any such participant in the form of Exhibit G attached hereto. Moreover, the Servicer receiving the Securitization Servicing Fee or such other servicing fee acceptable agrees to Servicer. Notwithstanding any provision to the contrary in this Agreement, in the event that the Servicer is the master servicer, servicer or sub-servicer cooperate with respect to a Reconstitution, all reasonable requests made by the Owner agrees that in to effect such Reconstitution any servicing performance termination triggers (in its reasonable discretion) shall be approved by the Servicer in its reasonable discretion; provided, that in the event that the Servicer does not approve any servicing performance termination triggers, the Owner shall, with respect to the Reconstitution, have the right to terminate the Servicer hereunder (a “Servicing Performance Trigger Termination”) and designate a successor servicer to act as master servicer, servicer or sub-servicerAgreements. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Securitization Transaction Reconstitution shall be remain subject to this Agreement and and, if this Agreement shall remain in effect with respect to the Mortgage Loans, 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. With respect to any Mortgage Loans sold in a Securitization Transaction where the Servicer is a servicer, the Servicer agrees that on or before March 15th of each year beginning March 15, 2006, the Servicer shall deliver to the depositor, the master servicer (if any), and the trustee for the securitization trust created in the Securitization Transaction, and their officers, directors and affiliates, b) a certification in the form attached as Exhibit I hereto, executed by the senior officer in charge of servicing at the Servicer for use in connection with any Form 10-K to be filed with the Securities and Exchange Commission with respect to the securitization trust and the annual statement of compliance and accountant’s report referred to in such certification. In such event the Servicer shall agree to the following indemnification provision: "The Servicer shall indemnify and hold harmless the depositor, the master servicer (if any), and the trustee, and their respective officers, directors and Affiliates, from and against any losses, damages, charges, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Servicer’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Servicer agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Servicer, on the other, in connection with a breach of the Servicer’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewith."

Cooperation of Servicer with a Reconstitution. The Servicer and the Owner agree that with respect to some or all of the Mortgage Loans, after the related Servicing Transfer Date, on one or more dates (each, a "Reconstitution Date") at the Owner's sole option, the Owner may effect eithera sale (each, a "Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to: (1a) one or more Whole Loan Transfers; (2) one or more Securitization Transactions; (3) one or more Whole Loan Transfers to Xxxxxx Fannie Mae under its Cash Purchase Program or MBS Program Progrxx (Special Xxecial Servicing Option); or (4b) Whole Loan Transfers to Freddie Mac; or (c) one or more third party purchxxxxx xn one or more Whole Loan Transfers to Xxxxxxx MacTransfers; or (d) one or more Securitization Transactions. The Servicer and the Owner acknowledge and agree that the Servicer is not obligated hereunder agrees to act as servicer in any Reconstitution and the Owner is not obligated hereunder to offer the Servicer the opportunity to act as servicer in any Reconstitution. The Servicer shall reasonably cooperate with the Owner execute in connection with any Whole Loan Transfer to Fannie Mae or Freddie Mac, any and all pool purchase contracts, axx/xx agreemenxx xxxxonably acceptable to the Servicer among the Owner, the Servicer, Fannie Mae or Freddie Mac (as the case may be) and any servicer ix xxxxection wxxx x Xhole Loan Transfer, a Seller's warranties and servicing agreement or a participation and servicing agreement in form and substance reasonably acceptable to the Servicer, and in connection with a Securitization Transaction, a pooling and servicing agreement or sale and servicing agreement in form and substance reasonably acceptable to the Servicer (collectively the agreements referred to herein are designated, the "Reconstitution contemplated Agreements"). In the event the Servicer is chosen by the Owner, and the Servicer agrees, to service any Mortgage Loans in connection with a Reconstitution, with respect to each Reconstitution entered into by the Owner, the Servicer agrees (1) to cooperate fully with the Owner and any prospective purchaser with respect to all reasonable requests and due diligence procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Owner pursuant and as negotiated by the parties; (3) to this Section 13.14, provided, however, that under no circumstances restate as nearly as possible the representations and in no event shall such cooperation include any act of the Servicer or any event affecting the Servicer which would materially increase the Servicer’s liabilities or obligations beyond those liabilities and obligations contained in this Agreement (except as otherwise warranties set forth in this Section 13.14). In connection with any Reconstitution in which the Owner and the Servicer have agreed that the Servicer shall act as the servicer in the Reconstitution, the Owner shall deliver any agreement (the “Reconstitution Agreement”) or other document related to the Reconstitution to the Servicer at least fifteen (15) days prior to such transfer; the Servicer’s refusal to cooperate with Owner based on late delivery of such documents shall result in no liability to the Servicer. Such Reconstitution Agreement may, in the Owner’s discretion, contain contractual provisions not set forth in this Agreement, including, but not limited to, (i) customary certificate payment delays, (ii) representations and warranties (dated as of the settlement or closing date in connection with such Reconstitution Date) of the Servicer conforming in all material respects to Date or make the representations and warranties regarding the Servicer set forth in this Agreement, as well as such reasonable and customary additional representations and warranties as may be required by the related selling/servicing guide of the master servicer or issuer, as the case may be, in connection with such Reconstitution, provided that the Servicer may negotiate the terms of any such additional representations and warranties, and (iii) such provisions with regard to servicing responsibilities, investor reporting, segregation and deposit of principal and interest payments, custody of the Mortgage Loans, and other provisions that conform to secondary market standards for mortgage-backed securities backed by mortgage loans similar to the Mortgage Loans or as may be required by one or more Rating Agencies. The Servicer shall promptly review such Reconstitution Agreement and/or related documents, and provided that such Reconstitution Agreement contains servicing provisions substantially similar to those herein, or otherwise acceptable to the Servicer in its reasonable discretion, shall execute such Reconstitution Agreement and/or related documents. The Servicer’s refusal to execute any Reconstitution Agreement or related documents may be based on any provision which materially (a) increases the liability of the Servicer and/or (b) affects Servicer’s profitability from that contemplated warranties not included in this Agreement, unless the Servicer and the Owner have come to previous agreement on terms with respect to substantially similar issues. The Owner hereby agrees to pay the Servicer for reasonable expenses incurred by the Servicer that relate to reviewing and commenting on the Reconstitution Agreement for such Whole Loan Transfer or Securitization Transaction in accordance with the related term sheet. Any cooperation from the Servicer in In connection with any Whole Loan Transfer or Securitization Transaction contemplated by this Section 13.14 shall include delivery of a legal opinion relating to the Servicer acceptable to the Owner, the furnishing of information for use in an offering document for such Securitization Transaction relating to the Servicer (the “Servicer Information”). If requested by the Owner in connection with any Reconstitution, the Servicer and the Owner shall execute an indemnification agreement setting forth their respective indemnification obligations in connection therewith. In the event that the Servicer is not the shall: (i) provide to such master servicer, servicer or sub-servicer with respect to a issuer, as the case may be, and any other participants in such Reconstitution, any and all reasonable costsinformation and appropriate verification of information which may be reasonably available to the Servicer or its affiliates, fees whether through letters of its auditors and expenses incurred by counsel or otherwise, as the Owner or any such other participant shall reasonably request, (ii) provide to such master servicer or issuer, as the case mat be, and any other participants in such Reconstitution, at the expense of the Owner (not to exceed $15,000), such opinions of counsel, letters from auditors, and certificates of public officials or officers of the Servicer in connection with the foregoing shall be reimbursed by Owner after receipt of an invoice therefor. Any execution of a subservicing agreement or pooling and servicing agreement as are reasonably believed necessary by the Servicer shall be conditioned on Owner or any such other participant; and (iii) execute, deliver and satisfy all conditions set forth in any indemnity agreement as required by the Owner or any such participant in the form of Exhibit G attached hereto. Moreover, the Servicer receiving the Securitization Servicing Fee or such other servicing fee acceptable agrees to Servicer. Notwithstanding any provision to the contrary in this Agreement, in the event that the Servicer is the master servicer, servicer or sub-servicer cooperate with respect to a Reconstitution, all reasonable requests made by the Owner agrees that in to effect such Reconstitution any servicing performance termination triggers (in its reasonable discretion) shall be approved by the Servicer in its reasonable discretion; provided, that in the event that the Servicer does not approve any servicing performance termination triggers, the Owner shall, with respect to the Reconstitution, have the right to terminate the Servicer hereunder (a “Servicing Performance Trigger Termination”) and designate a successor servicer to act as master servicer, servicer or sub-servicerAgreements. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Securitization Transaction Reconstitution shall be remain subject to this Agreement and and, if this Agreement shall remain in effect with respect to the Mortgage Loans, 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. With respect to any Mortgage Loans sold in a Securitization Transaction where the Servicer is a servicer, the Servicer agrees that on or before March 15th of each year beginning March 15, 2006, the Servicer shall deliver to the depositor, the master servicer (if any), and the trustee for the securitization trust created in the Securitization Transaction, and their officers, directors and affiliates, (a) a certification in the form attached as Exhibit I hereto, executed by the senior officer in charge of servicing at the Servicer for use in connection with any Form 10-K to be filed with the Securities and Exchange Commission with respect to the securitization trust and the annual statement of compliance and accountant's report referred to in such certification. In such event the Servicer shall agree to the following indemnification provision: "The Servicer shall indemnify and hold harmless the depositor, the master servicer (if any), and the trustee, and their respective officers, directors and Affiliates, from and against any losses, damages, charges, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Servicer's obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Servicer agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Servicer, on the other, in connection with a breach of the Servicer's obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewith."

Cooperation of Servicer with a Reconstitution. The Servicer and the Owner agree that with respect to some or all of the Mortgage Loans, after the related Servicing Transfer Date, on one or more dates (each, a “Reconstitution Date”) at the Owner’s sole option, the Owner may effect eithera sale (each, a “Reconstitution”) of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to: (1a) one or more Whole Loan Transfers; (2) one or more Securitization Transactions; (3) one or more Whole Loan Transfers to Xxxxxx Mae under its Cash Purchase Program or MBS Program (Special Servicing Option); or (4b) one or more Whole Loan Transfers to Xxxxxxx Mac; or (c) one or more third party purchasers in one or more Whole Loan Transfers; or (d) one or more Securitization Transactions. The Servicer and the Owner acknowledge and agree that the Servicer is not obligated hereunder agrees to act as servicer in any Reconstitution and the Owner is not obligated hereunder to offer the Servicer the opportunity to act as servicer in any Reconstitution. The Servicer shall reasonably cooperate with the Owner execute in connection with any Whole Loan Transfer to Xxxxxx Mae or Xxxxxxx Mac, any and all pool purchase contracts, and/or agreements reasonably acceptable to the Servicer among the Owner, the Servicer, Xxxxxx Mae or Xxxxxxx Mac (as the case may be) and any servicer in connection with a Whole Loan Transfer, a Seller’s warranties and servicing agreement or a participation and servicing agreement in form and substance reasonably acceptable to the Servicer, and in connection with a Securitization Transaction, a pooling and servicing agreement or sale and servicing agreement in form and substance reasonably acceptable to the Servicer (collectively the agreements referred to herein are designated, the “Reconstitution contemplated Agreements”). In the event the Servicer is chosen by the Owner, and the Servicer agrees, to service any Mortgage Loans in connection with a Reconstitution, with respect to each Reconstitution entered into by the Owner, the Servicer agrees (1) to cooperate fully with the Owner and any prospective purchaser with respect to all reasonable requests and due diligence procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Owner pursuant and as negotiated by the parties; (3) to this Section 13.14, provided, however, that under no circumstances restate as nearly as possible the representations and in no event shall such cooperation include any act of the Servicer or any event affecting the Servicer which would materially increase the Servicer’s liabilities or obligations beyond those liabilities and obligations contained in this Agreement (except as otherwise warranties set forth in this Section 13.14). In connection with any Reconstitution in which the Owner and the Servicer have agreed that the Servicer shall act as the servicer in the Reconstitution, the Owner shall deliver any agreement (the “Reconstitution Agreement”) or other document related to the Reconstitution to the Servicer at least fifteen (15) days prior to such transfer; the Servicer’s refusal to cooperate with Owner based on late delivery of such documents shall result in no liability to the Servicer. Such Reconstitution Agreement may, in the Owner’s discretion, contain contractual provisions not set forth in this Agreement, including, but not limited to, (i) customary certificate payment delays, (ii) representations and warranties (dated as of the settlement or closing date in connection with such Reconstitution Date) of the Servicer conforming in all material respects to Date or make the representations and warranties regarding the Servicer set forth in this Agreement, as well as such reasonable and customary additional representations and warranties as may be required by the related selling/servicing guide of the master servicer or issuer, as the case may be, in connection with such Reconstitution, provided that the Servicer may negotiate the terms of any such additional representations and warranties, and (iii) such provisions with regard to servicing responsibilities, investor reporting, segregation and deposit of principal and interest payments, custody of the Mortgage Loans, and other provisions that conform to secondary market standards for mortgage-backed securities backed by mortgage loans similar to the Mortgage Loans or as may be required by one or more Rating Agencies. The Servicer shall promptly review such Reconstitution Agreement and/or related documents, and provided that such Reconstitution Agreement contains servicing provisions substantially similar to those herein, or otherwise acceptable to the Servicer in its reasonable discretion, shall execute such Reconstitution Agreement and/or related documents. The Servicer’s refusal to execute any Reconstitution Agreement or related documents may be based on any provision which materially (a) increases the liability of the Servicer and/or (b) affects Servicer’s profitability from that contemplated warranties not included in this Agreement, unless the Servicer and the Owner have come to previous agreement on terms with respect to substantially similar issues. The Owner hereby agrees to pay the Servicer for reasonable expenses incurred by the Servicer that relate to reviewing and commenting on the Reconstitution Agreement for such Whole Loan Transfer or Securitization Transaction in accordance with the related term sheet. Any cooperation from the Servicer in In connection with any Whole Loan Transfer or Securitization Transaction contemplated by this Section 13.14 shall include delivery of a legal opinion relating to the Servicer acceptable to the Owner, the furnishing of information for use in an offering document for such Securitization Transaction relating to the Servicer (the “Servicer Information”). If requested by the Owner in connection with any Reconstitution, the Servicer and the Owner shall execute an indemnification agreement setting forth their respective indemnification obligations in connection therewith. In the event that the Servicer is not the shall: (i) provide to such master servicer, servicer or sub-servicer with respect to a issuer, as the case may be, and any other participants in such Reconstitution, any and all reasonable costsinformation and appropriate verification of information which may be reasonably available to the Servicer or its affiliates, fees whether through letters of its auditors and expenses incurred by counsel or otherwise, as the Owner or any such other participant shall reasonably request, (ii) provide to such master servicer or issuer, as the case mat be, and any other participants in such Reconstitution, at the expense of the Owner (not to exceed $15,000), such opinions of counsel, letters from auditors, and certificates of public officials or officers of the Servicer in connection with the foregoing shall be reimbursed by Owner after receipt of an invoice therefor. Any execution of a subservicing agreement or pooling and servicing agreement as are reasonably believed necessary by the Servicer shall be conditioned on Owner or any such other participant; and (iii) execute, deliver and satisfy all conditions set forth in any indemnity agreement as required by the Owner or any such participant in the form of Exhibit G attached hereto. Moreover, the Servicer receiving the Securitization Servicing Fee or such other servicing fee acceptable agrees to Servicer. Notwithstanding any provision to the contrary in this Agreement, in the event that the Servicer is the master servicer, servicer or sub-servicer cooperate with respect to a Reconstitution, all reasonable requests made by the Owner agrees that in to effect such Reconstitution any servicing performance termination triggers (in its reasonable discretion) shall be approved by the Servicer in its reasonable discretion; provided, that in the event that the Servicer does not approve any servicing performance termination triggers, the Owner shall, with respect to the Reconstitution, have the right to terminate the Servicer hereunder (a “Servicing Performance Trigger Termination”) and designate a successor servicer to act as master servicer, servicer or sub-servicerAgreements. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Securitization Transaction Reconstitution shall be remain subject to this Agreement and and, if this Agreement shall remain in effect with respect to the Mortgage Loans, 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. With respect to any Mortgage Loans sold in a Securitization Transaction where the Servicer is a servicer, the Servicer agrees that on or before March 15th of each year beginning March 15, 2006, the Servicer shall deliver to the depositor, the master servicer (if any), and the trustee for the securitization trust created in the Securitization Transaction, and their officers, directors and affiliates, 25.02 a certification in the form attached as Exhibit I hereto, executed by the senior officer in charge of servicing at the Servicer for use in connection with any Form 10-K to be filed with the Securities and Exchange Commission with respect to the securitization trust and the annual statement of compliance and accountant’s report referred to in such certification. In such event the Servicer shall agree to the following indemnification provision: "The Servicer shall indemnify and hold harmless the depositor, the master servicer (if any), and the trustee, and their respective officers, directors and Affiliates, from and against any losses, damages, charges, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Servicer’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Servicer agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Servicer, on the other, in connection with a breach of the Servicer’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewith."

Cooperation of Servicer with a Reconstitution. The Servicer and the Owner agree that with respect to some or all of the Mortgage Loans, after the related Servicing Transfer Date, on one or more dates (each, a “Reconstitution Date”) at the Owner’s sole option, the Owner may effect eithera sale (each, a “Reconstitution”) of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to: (1a) one or more Whole Loan Transfers; (2) one or more Securitization Transactions; (3) one or more Whole Loan Transfers to Xxxxxx Mae under its Cash Purchase Program or MBS Program (Special Servicing Option); or (4b) one or more Whole Loan Transfers to Xxxxxxx Mac; or (c) one or more third party purchasers in one or more Whole Loan Transfers; or (d) one or more Securitization Transactions. The Servicer and the Owner acknowledge and agree that the Servicer is not obligated hereunder agrees to act as servicer in any Reconstitution and the Owner is not obligated hereunder to offer the Servicer the opportunity to act as servicer in any Reconstitution. The Servicer shall reasonably cooperate with the Owner execute in connection with any Whole Loan Transfer to Xxxxxx Mae or Xxxxxxx Mac, any and all pool purchase contracts, and/or agreements reasonably acceptable to the Servicer among the Owner, the Servicer, Xxxxxx Mae or Xxxxxxx Mac (as the case may be) and any servicer in connection with a Whole Loan Transfer, a Seller’s warranties and servicing agreement or a participation and servicing agreement in form and substance reasonably acceptable to the Servicer, and in connection with a Securitization Transaction, a pooling and servicing agreement or sale and servicing agreement in form and substance reasonably acceptable to the Servicer (collectively the agreements referred to herein are designated, the “Reconstitution contemplated Agreements”). In the event the Servicer is chosen by the Owner, and the Servicer agrees, to service any Mortgage Loans in connection with a Reconstitution, with respect to each Reconstitution entered into by the Owner, the Servicer agrees (1) to cooperate fully with the Owner and any prospective purchaser with respect to all reasonable requests and due diligence procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Owner pursuant and as negotiated by the parties; (3) to this Section 13.14, provided, however, that under no circumstances restate as nearly as possible the representations and in no event shall such cooperation include any act of the Servicer or any event affecting the Servicer which would materially increase the Servicer’s liabilities or obligations beyond those liabilities and obligations contained in this Agreement (except as otherwise warranties set forth in this Section 13.14). In connection with any Reconstitution in which the Owner and the Servicer have agreed that the Servicer shall act as the servicer in the Reconstitution, the Owner shall deliver any agreement (the “Reconstitution Agreement”) or other document related to the Reconstitution to the Servicer at least fifteen (15) days prior to such transfer; the Servicer’s refusal to cooperate with Owner based on late delivery of such documents shall result in no liability to the Servicer. Such Reconstitution Agreement may, in the Owner’s discretion, contain contractual provisions not set forth in this Agreement, including, but not limited to, (i) customary certificate payment delays, (ii) representations and warranties (dated as of the settlement or closing date in connection with such Reconstitution Date) of the Servicer conforming in all material respects to Date or make the representations and warranties regarding the Servicer set forth in this Agreement, as well as such reasonable and customary additional representations and warranties as may be required by the related selling/servicing guide of the master servicer or issuer, as the case may be, in connection with such Reconstitution, provided that the Servicer may negotiate the terms of any such additional representations and warranties, and (iii) such provisions with regard to servicing responsibilities, investor reporting, segregation and deposit of principal and interest payments, custody of the Mortgage Loans, and other provisions that conform to secondary market standards for mortgage-backed securities backed by mortgage loans similar to the Mortgage Loans or as may be required by one or more Rating Agencies. The Servicer shall promptly review such Reconstitution Agreement and/or related documents, and provided that such Reconstitution Agreement contains servicing provisions substantially similar to those herein, or otherwise acceptable to the Servicer in its reasonable discretion, shall execute such Reconstitution Agreement and/or related documents. The Servicer’s refusal to execute any Reconstitution Agreement or related documents may be based on any provision which materially (a) increases the liability of the Servicer and/or (b) affects Servicer’s profitability from that contemplated warranties not included in this Agreement, unless the Servicer and the Owner have come to previous agreement on terms with respect to substantially similar issues. The Owner hereby agrees to pay the Servicer for reasonable expenses incurred by the Servicer that relate to reviewing and commenting on the Reconstitution Agreement for such Whole Loan Transfer or Securitization Transaction in accordance with the related term sheet. Any cooperation from the Servicer in In connection with any Whole Loan Transfer or Securitization Transaction contemplated by this Section 13.14 shall include delivery of a legal opinion relating to the Servicer acceptable to the Owner, the furnishing of information for use in an offering document for such Securitization Transaction relating to the Servicer (the “Servicer Information”). If requested by the Owner in connection with any Reconstitution, the Servicer and the Owner shall execute an indemnification agreement setting forth their respective indemnification obligations in connection therewith. In the event that the Servicer is not the shall: (i) provide to such master servicer, servicer or sub-servicer with respect to a issuer, as the case may be, and any other participants in such Reconstitution, any and all reasonable costsinformation and appropriate verification of information which may be reasonably available to the Servicer or its affiliates, fees whether through letters of its auditors and expenses incurred by counsel or otherwise, as the Owner or any such other participant shall reasonably request, (ii) provide to such master servicer or issuer, as the case mat be, and any other participants in such Reconstitution, at the expense of the Owner (not to exceed $15,000), such opinions of counsel, letters from auditors, and certificates of public officials or officers of the Servicer in connection with the foregoing shall be reimbursed by Owner after receipt of an invoice therefor. Any execution of a subservicing agreement or pooling and servicing agreement as are reasonably believed necessary by the Servicer shall be conditioned on Owner or any such other participant; and (iii) execute, deliver and satisfy all conditions set forth in any indemnity agreement as required by the Owner or any such participant in the form of Exhibit G attached hereto. Moreover, the Servicer receiving the Securitization Servicing Fee or such other servicing fee acceptable agrees to Servicer. Notwithstanding any provision to the contrary in this Agreement, in the event that the Servicer is the master servicer, servicer or sub-servicer cooperate with respect to a Reconstitution, all reasonable requests made by the Owner agrees that in to effect such Reconstitution any servicing performance termination triggers (in its reasonable discretion) shall be approved by the Servicer in its reasonable discretion; provided, that in the event that the Servicer does not approve any servicing performance termination triggers, the Owner shall, with respect to the Reconstitution, have the right to terminate the Servicer hereunder (a “Servicing Performance Trigger Termination”) and designate a successor servicer to act as master servicer, servicer or sub-servicerAgreements. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Securitization Transaction Reconstitution shall be remain subject to this Agreement and and, if this Agreement shall remain in effect with respect to the Mortgage Loans, 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. With respect to any Mortgage Loans sold in a Securitization Transaction where the Servicer is a servicer, the Servicer agrees that on or before March 15th of each year beginning March 15, 2008, the Servicer shall deliver to the depositor, the master servicer (if any), and the trustee for the securitization trust created in the Securitization Transaction, and their officers, directors and affiliates, b) a certification in the form attached as Exhibit I hereto, executed by the senior officer in charge of servicing at the Servicer for use in connection with any Form 10-K to be filed with the Securities and Exchange Commission with respect to the securitization trust and the annual statement of compliance and accountant’s report referred to in such certification. In such event the Servicer shall agree to the following indemnification provision: "The Servicer shall indemnify and hold harmless the depositor, the master servicer (if any), and the trustee, and their respective officers, directors and Affiliates, from and against any losses, damages, charges, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Servicer’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Servicer agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Servicer, on the other, in connection with a breach of the Servicer’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewith."

Cooperation of Servicer with a Reconstitution. The Servicer and the Owner agree that with respect to some or all of the Mortgage Loans, after the related Servicing Transfer Date, on one or more dates (each, a “Reconstitution Date”) at the Owner’s sole option, the Owner may effect eithera sale (each, a “Reconstitution”) of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to: (1a) one or more Whole Loan Transfers; (2) one or more Securitization Transactions; (3) one or more Whole Loan Transfers to Xxxxxx Mae under its Cash Purchase Program or MBS Program (Special Servicing Option) (each, a “Xxxxxx Xxx Transfer”); or (4b) Xxxxxxx Mac (the “Xxxxxxx Mac Transfer”); or (c) one or more third party purchasers in one or more Whole Loan Transfers Transfers; or (d) one or more trusts or other entities to Xxxxxxx Macbe formed as part of one or more Securitization Transfers. The Servicer and the Owner acknowledge and agree that the Servicer is not obligated hereunder agrees to act as servicer in any Reconstitution and the Owner is not obligated hereunder to offer the Servicer the opportunity to act as servicer in any Reconstitution. The Servicer shall reasonably cooperate with the Owner execute in connection with any Agency Transfer, any and all pool purchase contracts, and/or agreements reasonably acceptable to the Servicer among the Owner, the Servicer, Xxxxxx Mae or Xxxxxxx Mac (as the case may be) and any servicer in connection with a Whole Loan Transfer, a Seller’s warranties and servicing agreement or a participation and servicing agreement in form and substance reasonably acceptable to the Servicer, and in connection with a Securitization Transfer, a trust agreement or sale and servicing agreement in form and substance reasonably acceptable to the Servicer (collectively the agreements referred to herein are designated, the “Reconstitution contemplated Agreements”). In the event the Servicer is chosen by the Owner, and the Servicer agrees, to service any Mortgage Loans in connection with a Whole Loan Transfer and/or Securitization Transfer, with respect to each Whole Loan Transfer and each Securitization Transfer entered into by the Owner, the Servicer agrees (1) to cooperate fully with the Owner and any prospective purchaser with respect to all reasonable requests and due diligence procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Owner pursuant and as negotiated by the parties; (3) to this Section 13.14, provided, however, that under no circumstances restate as nearly as possible the representations and in no event shall such cooperation include any act of the Servicer or any event affecting the Servicer which would materially increase the Servicer’s liabilities or obligations beyond those liabilities and obligations contained in this Agreement (except as otherwise warranties set forth in this Section 13.14). In connection with any Reconstitution in which the Owner and the Servicer have agreed that the Servicer shall act as the servicer in the Reconstitution, the Owner shall deliver any agreement (the “Reconstitution Agreement”) or other document related to the Reconstitution to the Servicer at least fifteen (15) days prior to such transfer; the Servicer’s refusal to cooperate with Owner based on late delivery of such documents shall result in no liability to the Servicer. Such Reconstitution Agreement may, in the Owner’s discretion, contain contractual provisions not set forth in this Agreement, including, but not limited to, (i) customary certificate payment delays, (ii) representations and warranties (dated as of the settlement or closing date in connection with such Reconstitution Date) of the Servicer conforming in all material respects to Date or make the representations and warranties regarding the Servicer set forth in this Agreement, as well as such reasonable and customary additional representations and warranties as may be required by the related selling/servicing guide of the master servicer or issuer, as the case may be, in connection with such Reconstitution, provided that the Servicer may negotiate the terms of any such additional representations and warrantieswarranties not included in this Agreement. In connection with such Reconstitution, the Servicer shall: (i) provide to such master servicer or issuer, as the case may be, and any other participants in such Reconstitution, any and all information and appropriate verification of information which may be reasonably available to the Servicer or its affiliates, whether through letters of its auditors and counsel or otherwise, as the Owner or any such other participant shall reasonably request, including without limitation, information which in the Owner’s reasonable judgment is necessary to comply with the requirements set forth in the Securities and Exchange Commission’s Asset Backed Securities Release Nos. 33-8518, 34-50905. 70 Fed. Reg. 1506 (January 7, 2005) (to be codified at 17 C.F.R. Secs 229.1100-229.1123); (ii) provide to such master servicer or issuer, as the case may be, and any other participants in such Reconstitution, at the expense of the Owner (not to exceed $15,000), such opinions of counsel, letters from auditors, and certificates of public officials or officers of the Servicer as are reasonably believed necessary by the Owner or any such other participant; and (iii) such provisions with regard to servicing responsibilitiesexecute, investor reporting, segregation deliver and deposit of principal and interest payments, custody of the Mortgage Loans, and other provisions that conform to secondary market standards for mortgage-backed securities backed by mortgage loans similar to the Mortgage Loans or satisfy all conditions set forth in any indemnity agreement as may be required by one the Owner or more Rating Agenciesany such participant and as negotiated by the parties. The Servicer shall promptly review agree to the following indemnification provision: "The Servicer shall indemnify the Owner, each Affiliate designated by the Owner and each Person who controls the Owner or such Reconstitution Agreement and/or Affiliate and any Successor Servicer and hold each of them harmless from and against any losses, damages, charges, fines, forfeitures, reasonable and necessary legal fees and related documentscosts, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided that such Reconstitution Agreement contains servicing provisions substantially similar to those herein, by or otherwise acceptable to the Servicer in its reasonable discretion, shall execute such Reconstitution Agreement and/or related documents. The Servicer’s refusal to execute any Reconstitution Agreement or related documents may be based on any provision which materially (a) increases the liability behalf of the Servicer and/or (b) affects regarding the Servicer or the Servicer’s profitability from that contemplated servicing practices set forth in this Agreement, unless the Servicer and the Owner have come to previous agreement on terms with respect to substantially similar issues. The Owner hereby agrees to pay the Servicer for reasonable expenses incurred by the Servicer that relate to reviewing and commenting on the Reconstitution Agreement for such Whole Loan Transfer or Securitization Transaction in accordance with the related term sheet. Any cooperation from the Servicer in connection with any Whole Loan Transfer or Securitization Transaction contemplated by this Section 13.14 shall include delivery of a legal opinion relating to the Servicer acceptable to the Owner, the furnishing of information for use in an offering document for such Securitization Transaction relating to the Servicer (the “Servicer Information”). If requested by the Owner prepared in connection with any Reconstitution." Moreover, the Servicer and agrees to cooperate with all reasonable requests made by the Owner shall execute an indemnification agreement setting forth their respective indemnification obligations in connection therewith. In the event that the Servicer is not the master servicer, servicer or sub-servicer with respect to a Reconstitution, any and all reasonable costs, fees and expenses incurred by Servicer in connection with the foregoing shall be reimbursed by Owner after receipt of an invoice therefor. Any execution of a subservicing agreement or pooling and servicing agreement by the Servicer shall be conditioned on the Servicer receiving the Securitization Servicing Fee or such other servicing fee acceptable to Servicer. Notwithstanding any provision to the contrary in this Agreement, in the event that the Servicer is the master servicer, servicer or sub-servicer with respect to a Reconstitution, the Owner agrees that in effect such Reconstitution any servicing performance termination triggers (in its reasonable discretion) shall be approved by the Servicer in its reasonable discretion; provided, that in the event that the Servicer does not approve any servicing performance termination triggers, the Owner shall, with respect to the Reconstitution, have the right to terminate the Servicer hereunder (a “Servicing Performance Trigger Termination”) and designate a successor servicer to act as master servicer, servicer or sub-servicerAgreements. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Securitization Transaction Reconstitution shall be remain subject to this Agreement and and, if this Agreement shall remain in effect with respect to the Mortgage Loans, 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. With respect to any Mortgage Loans sold in a Securitization Transfer where the Servicer is a servicer, the Servicer agrees that on or before March 15th of each year beginning March 15, 2006, the Servicer shall deliver to the depositor, the master servicer (if any), and the trustee for the securitization trust created in the Securitization Transfer, and their officers, directors and affiliates, (a) a certification in the form attached as Exhibit I hereto, with such changes as may be reasonably necessary to comply with the requirements set forth in the Securities and Exchange Commission’s Asset Backed Securities Release Nos. 33-8518, 34-50905. 70 Fed. Reg. 1506 (January 7, 2005) (to be codified at 17 C.F.R. Secs 229.1100-229.1123), executed by the senior officer in charge of servicing at the Servicer for use in connection with any Form 10-K to be filed with the Securities and Exchange Commission with respect to the securitization trust and the annual statement of compliance and accountant’s report referred to in such certification. In such event the Servicer shall agree to the following indemnification provision: "The Servicer shall indemnify and hold harmless the depositor, the master servicer (if any), and the trustee, and their respective officers, directors and Affiliates, from and against any losses, damages, charges, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Servicer’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Servicer agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Servicer, on the other, in connection with a breach of the Servicer’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewith."

Cooperation of Servicer with a Reconstitution. The Servicer and the Owner agree that with respect to some or all of the Mortgage Loans, the Owner may effect either: (1a) one or more Whole Loan Transfers; (2b) one or more Securitization Transactions; (3c) one or more Whole Loan Transfers to Xxxxxx Mae under its Cash Purchase Program or MBS Program (Special Servicing Option); or (4d) one or more Whole Loan Transfers to Xxxxxxx Mac. The Servicer and the Owner acknowledge and agree that the Servicer is not obligated hereunder to act as servicer in any Reconstitution and the Owner is not obligated hereunder to offer the Servicer the opportunity to act as servicer in any Reconstitution. The Servicer shall reasonably cooperate with the Owner in connection with any Reconstitution contemplated by the Owner pursuant to this Section 13.14, provided, however, that under no circumstances and in no event shall such cooperation include any act of the Servicer or any event affecting the Servicer which would materially increase the Servicer’s liabilities or obligations beyond those liabilities and obligations contained in this Agreement (except as otherwise set forth in this Section 13.14). In connection with any Reconstitution in which the Owner and the Servicer have agreed that the Servicer shall act as the servicer in the Reconstitution, the Owner shall deliver any agreement (the “Reconstitution Agreement”) or other document related to the Reconstitution to the Servicer at least fifteen (15) days prior to such transfer; the Servicer’s refusal to cooperate with Owner based on late delivery of such documents shall result in no liability to the Servicer. Such Reconstitution Agreement may, in the Owner’s discretion, contain contractual provisions not set forth in this Agreement, including, but not limited to, (i) customary certificate payment delays, (ii) representations and warranties (dated as of the Reconstitution Date) of the Servicer conforming in all material respects to the representations and warranties in this Agreement, as well as such reasonable and customary additional representations and warranties as may be required by the master servicer or issuer, provided that Servicer may negotiate the terms of any such additional representations and warranties, and (iii) such provisions with regard to servicing responsibilities, investor reporting, segregation and deposit of principal and interest payments, custody of the Mortgage Loans, and other provisions that conform to secondary market standards for mortgage-backed securities backed by mortgage loans similar to the Mortgage Loans or as may be required by one or more Rating Agencies. The Servicer shall promptly review such Reconstitution Agreement and/or related documents, and provided that such Reconstitution Agreement contains servicing provisions substantially similar to those herein, or otherwise acceptable to the Servicer in its reasonable discretion, shall execute such Reconstitution Agreement and/or related documents. The Servicer’s refusal to execute any Reconstitution Agreement or related documents may be based on any provision which materially (a) increases the liability of the Servicer and/or (b) affects Servicer’s profitability from that contemplated in this Agreement, unless the Servicer and the Owner have come to previous agreement on terms with respect to substantially similar issues. The Owner hereby agrees to pay the Servicer for reasonable expenses incurred by the Servicer that relate to reviewing and commenting on the Reconstitution Agreement for such Whole Loan Transfer or Securitization Transaction in accordance with the related term sheet. Any cooperation from the Servicer in connection with any Whole Loan Transfer or Securitization Transaction contemplated by this Section 13.14 shall include delivery of a legal opinion relating to the Servicer acceptable to the Owner, the furnishing of information for use in an offering document for such Securitization Transaction relating to the Servicer (the “Servicer Information”). If requested by the Owner in connection with any Reconstitution, the Servicer and the Owner shall execute an indemnification agreement setting forth their respective indemnification obligations in connection therewith. In the event that the Servicer is not the master servicer, servicer or sub-servicer with respect to a Reconstitution, any and all reasonable costs, fees and expenses incurred by Servicer in connection with the foregoing shall be reimbursed by Owner after receipt of an invoice therefor. Any execution of a subservicing agreement or pooling and servicing agreement by the Servicer shall be conditioned on the Servicer receiving the Securitization Servicing Fee or such other servicing fee acceptable to Servicer. Notwithstanding any provision to the contrary in this Agreement, in the event that the Servicer is the master servicer, servicer or sub-servicer with respect to a Reconstitution, the Owner agrees that in such Reconstitution any servicing performance termination triggers (in its reasonable discretion) shall be approved by the Servicer in its reasonable discretion; provided, that in the event that the Servicer does not approve any servicing performance termination triggers, the Owner shall, with respect to the Reconstitution, have the right to terminate the Servicer hereunder (a “Servicing Performance Trigger Termination”) and designate a successor servicer to act as master servicer, servicer or sub-servicer. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Securitization Transaction 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.

Cooperation of Servicer with a Reconstitution. The Servicer and the Owner agree that with respect to some or all of the Mortgage Loans, the Owner may effect either: (1) : one or more Whole Loan Transfers; (2) ; one or more Securitization Transactions; (3) one or more Whole Loan Transfers to Xxxxxx Mae under its Cash Purchase Program or MBS Program (Special Servicing Option); or (4) one or more Whole Loan Transfers to Xxxxxxx MacPass-Through Transfers. The Servicer and the Owner acknowledge and agree that the Servicer is not obligated hereunder to act as servicer in any Reconstitution and the Owner is not obligated hereunder to offer the Servicer the opportunity to act as servicer in any Reconstitution. In connection with Pass-Through Transfers in which the Servicer, at the Owner’s sole discretion, shall act as the servicer in a Pass-Through Transfer, the Servicer shall execute an assignment, assumption and recognition agreement in the form of Exhibit 14 and an indemnification agreement in the form of Exhibit 15, or Pooling and Servicing Agreement in the form of Exhibit 19 as applicable. The Servicer shall reasonably cooperate with the Owner in connection with any Reconstitution Whole Loan Transfer or Pass-Through Transfer contemplated by the Owner pursuant to this Section 13.14, provided, however, that under no circumstances and in no event shall such cooperation include any act of the Servicer or any event affecting the Servicer which would materially increase the Servicer’s liabilities or obligations beyond those liabilities and obligations contained in this Agreement (except as otherwise set forth in this Section 13.14). In connection with any Reconstitution in which the Owner and Servicer , at the Servicer have agreed that the Servicer Owner’s sole discretion, shall act as the servicer in the Reconstitution, the Owner shall deliver any agreement (the “Reconstitution Agreement”) or other document related to the Reconstitution Whole Loan Transfer or Pass Through Transfer to the Servicer at least fifteen ten (1510) days prior to such transfer; the Servicer’s refusal to cooperate with Owner based on late delivery of such documents shall result in no liability to the Servicer. Whole Loan Transfer or Pass-Through Transfer.Such Reconstitution Agreement may, in the Owner’s discretion, contain contractual provisions not set forth in this Agreement, including, but not limited to, (i) customary certificate payment delays, (ii) servicer advance requirements for the advancing of delinquent scheduled payments of principal and interest through liquidation (unless deemed nonrecoverable), (iii) servicer obligations to pay compensating interest for prepayment interest shortfalls (to the extent of the monthly servicing fee payable to the servicer), (iv) representations and warranties (dated as of the Reconstitution Date) of the Servicer conforming in all material respects to the representations and warranties in this Agreement, as well as such reasonable and customary additional representations and warranties as may be required by the master servicer or issuer, provided that Servicer may negotiate the terms of any such additional representations and warranties, and (iiiv) such provisions with regard to servicing responsibilities, investor reporting, segregation and deposit of principal and interest payments, custody of the Mortgage Loans, and other provisions that conform to secondary market standards for mortgage-backed securities backed by mortgage loans similar to the Mortgage Loans or as may be required by one or more Rating Agencies. The Servicer shall promptly review such Reconstitution Agreement and/or related documents, and provided that such Reconstitution Agreement contains servicing provisions substantially similar to those herein, herein or otherwise acceptable to the Servicer in its reasonable sole discretion, shall execute such Reconstitution Agreement and/or related documents. The Servicer’s refusal to execute any Reconstitution Agreement or related documents may be based on any provision which materially (a) increases the liability of the Servicer and/or (b) affects Servicer’s profitability from that contemplated in this Agreement, unless the Servicer and the Owner have come to previous agreement on terms with respect to substantially similar issues. .The Owner hereby agrees to pay the Servicer a one-time fee not to exceed $10,000 for reasonable expenses incurred by the Servicer that relate to reviewing and commenting on the Reconstitution Agreement for such Initial Whole Loan Transfer or Securitization Transaction in accordance with the related term sheet. Pass-Through Transfer.Any cooperation from the Servicer in connection with any Whole Loan Transfer or Securitization Transaction Pass-Through Transfer contemplated by this Section 13.14 shall include delivery of a legal opinion relating to the Servicer acceptable substantially similar to the Ownerthat attached hereto as Exhibit 11, the furnishing of information for use in an offering document for such Securitization Transaction Pass-Through Transfer, conforming to market standards for Pass-Through Transfers of this type, relating to the Servicer and its servicing practices and portfolio (the “Servicer Information”). If requested by the Owner in connection with any Reconstitution, the Servicer and the Owner shall execute an indemnification agreement setting forth their respective indemnification obligations in connection therewith) substantially similar to that attached hereto as Exhibit 11. In the event that the Servicer is not the master servicer, servicer or sub-servicer with respect to a Reconstitution, any and all reasonable costs, fees and expenses incurred by Servicer in connection with the foregoing shall be reimbursed by Owner after receipt of an invoice therefor. Any execution In addition, with respect to each Whole Loan Transfer or Pass-Through Transfer, as the case may be, entered into by the Owner, the Servicer agrees: (1) to cooperate fully with the Owner and any prospective purchaser with respect to all reasonable requests and due diligence procedures and with respect to servicing requirements reasonably requested by the rating agencies and credit enhancers; (2) to deliver to the Owner and to any Person designated by the Owner, at the Owner’s expense, such statements and audit letters of a subservicing agreement or pooling and servicing agreement reputable, certified public accountants pertaining to information provided by the Servicer as shall be conditioned on reasonably requested by the Owner; (3) to negotiate and execute one or more custodial agreements among the Owner, the Servicer receiving and a third party custodian/trustee which is generally considered to be a prudent custodian/trustee in the Securitization Servicing Fee secondary mortgage market designated by the Owner in its sole discretion after consultation with the Servicer, in either case for the purpose of pooling the Mortgage Loans with other Mortgage Loans for resale or such other securitization; and (4) to transfer the servicing fee acceptable to Servicer. Notwithstanding any provision rights to the contrary Owner or its designee in this Agreementthe event of a termination of the Servicer pursuant to Section 6.01(b), (c), (d) or Section 11.01. (5) in the event that the Servicer is the master servicerOwner appoints a credit risk manager in connection with a Pass-Through Transfer, servicer or sub-servicer with respect to execute a Reconstitution, the Owner agrees that in such Reconstitution any servicing performance termination triggers (in its reasonable discretion) shall be approved credit risk management agreement and provide reports and information reasonably required by the Servicer in its reasonable discretion; provided, that in the event that the Servicer does not approve any servicing performance termination triggers, the Owner shall, with respect to the Reconstitution, have the right to terminate the Servicer hereunder (a “Servicing Performance Trigger Termination”) and designate a successor servicer to act as master servicer, servicer or sub-servicer. credit risk manager All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Securitization Transaction 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.

Cooperation of Servicer with a Reconstitution. The Servicer and the Owner agree that with respect to some or all of the Mortgage Loans, on or after the related closing date, on one or more dates (each a "Reconstitution Date") at the Owner's sole option, the Owner may effect eithera sale (each, a "Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to: (1a) one or more Whole Loan Transfers; (2) third party purchasers in one or more Securitization Transactions; in whole loan transfers (3) one or more each, a "Whole Loan Transfers to Xxxxxx Mae under its Cash Purchase Program or MBS Program (Special Servicing OptionTransfer"); or (4b) one or more Whole Loan Transfers trusts or other entities to Xxxxxxx Macbe formed as part of one or more Pass-Through Transfers. Notwithstanding the foregoing, no more than three (3) Reconstitutions may occur with respect to any Mortgage Loan. The Servicer and the Owner acknowledge and agree that the Servicer is not obligated hereunder agrees to act as servicer in any Reconstitution and the Owner is not obligated hereunder to offer the Servicer the opportunity to act as servicer in any Reconstitution. The Servicer shall reasonably cooperate with the Owner execute in connection with any Reconstitution contemplated by agreements among the Owner pursuant Owner, the Servicer, and any servicer in connection with a Whole Loan Transfer, an assignment, assumption and recognition agreement, or, at Owner's request, a seller's warranties and servicing agreement or a participation and servicing agreement or similar agreement in form and substance reasonably acceptable to this Section 13.14the parties, provided, however, that under no circumstances and in no event shall connection with a Pass-Through Transfer, a pooling and servicing agreement in form and substance reasonably acceptable to the parties. It is understood that any such cooperation include Reconstitution Agreements will not contain any act greater obligations on the part of the Servicer or any event affecting the Servicer which would materially increase the Servicer’s liabilities or obligations beyond those liabilities and obligations than are contained in this Agreement Agreement. With respect to each Whole Loan Transfer and each Pass-Through Transfer entered into by the Owner, the Servicer agrees (except as otherwise 1) to cooperate fully with the Owner and any prospective purchaser with respect to all reasonable requests and due diligence procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Owner; (3) to restate the representations and warranties set forth in this Section 13.14Agreement as of the settlement or closing date in connection with such Reconstitution (each, a "Reconstitution Date"). In connection with any Reconstitution in which the Owner and the Servicer have agreed that addition, the Servicer shall act as the servicer in the Reconstitution, the Owner shall deliver any agreement (the “Reconstitution Agreement”) or other document related to the Reconstitution to the Servicer at least fifteen (15) days prior provide to such transfer; the Servicer’s refusal to cooperate with Owner based on late delivery of such documents shall result in no liability to the Servicer. Such Reconstitution Agreement may, in the Owner’s discretion, contain contractual provisions not set forth in this Agreement, including, but not limited to, (i) customary certificate payment delays, (ii) representations and warranties (dated as of the Reconstitution Date) of the Servicer conforming in all material respects to the representations and warranties in this Agreement, as well as such reasonable and customary additional representations and warranties as may be required by the master servicer or issuer, provided that Servicer as the case may negotiate be, and any other participants in such Reconstitution: (i) any and all information and appropriate verification of information which may be reasonably available to the terms Servicer, whether through letters of its auditors and counsel or otherwise, as the Owner or any such other participant shall request upon reasonable demand; (ii) such additional representations and representations, warranties, and (iii) such provisions with regard to servicing responsibilitiescovenants, investor reportingopinions of counsel, segregation and deposit of principal and interest payments, custody of the Mortgage Loansletters from auditors, and other provisions that conform to secondary market standards for mortgage-backed securities backed by mortgage loans similar to the Mortgage Loans certificates of public officials or as may be required by one or more Rating Agencies. The Servicer shall promptly review such Reconstitution Agreement and/or related documents, and provided that such Reconstitution Agreement contains servicing provisions substantially similar to those herein, or otherwise acceptable to the Servicer in its reasonable discretion, shall execute such Reconstitution Agreement and/or related documents. The Servicer’s refusal to execute any Reconstitution Agreement or related documents may be based on any provision which materially (a) increases the liability officers of the Servicer and/or (b) affects Servicer’s profitability from that contemplated in this Agreement, unless as are reasonably agreed upon by the Servicer and the Owner have come to previous agreement on terms with respect to substantially similar issues. The Owner hereby agrees to pay the Servicer for reasonable expenses incurred or any such other participant; (iii) within 5 Business Days after request by the Servicer that relate to reviewing and commenting on the Reconstitution Agreement for such Whole Loan Transfer or Securitization Transaction in accordance with the related term sheet. Any cooperation from the Servicer in connection with any Whole Loan Transfer or Securitization Transaction contemplated by this Section 13.14 shall include delivery of a legal opinion relating to the Servicer acceptable to the Owner, the furnishing of information for use in an offering document for such Securitization Transaction relating with respect to the Servicer (as servicer) as required by Item 1108(b) and (c) of Regulation AB, a summary of the “Servicer Information”). If requested requirements of which as of the date hereof is attached hereto as Exhibit I for convenience of reference only, as determined by the Owner in connection with any Reconstitution, the Servicer and the Owner shall execute an indemnification agreement setting forth their respective indemnification obligations in connection therewithits sole discretion. In the event that the Servicer is not the master servicer, servicer or sub-servicer with respect to a Reconstitution, any and all reasonable costs, fees and expenses incurred by Servicer in connection with the foregoing shall be reimbursed by Owner after receipt of an invoice therefor. Any execution of a subservicing agreement or pooling and servicing agreement by the Servicer shall be conditioned on the Servicer receiving the Securitization Servicing Fee or such other servicing fee acceptable to Servicer. Notwithstanding any provision to the contrary in this Agreement, in the event that the Servicer is the master servicer, servicer or sub-servicer with respect to a Reconstitution, the Owner agrees that in such Reconstitution has delegated any servicing performance termination triggers (in its reasonable discretion) shall be approved by the Servicer in its reasonable discretion; provided, that in the event that the Servicer does not approve any servicing performance termination triggers, the Owner shall, responsibilities with respect to the ReconstitutionMortgage Loans to a Subservicer, have the right to terminate the Servicer hereunder shall provide the information required pursuant to this clause with respect to the Subservicer; (a “Servicing Performance Trigger Termination”iv) within 5 Business Days after request by the Owner, (a) information regarding any legal proceedings pending (or known to be contemplated) against the Servicer (as servicer) and designate each Subservicer as required by Item 1117 of Regulation AB, a successor servicer to act summary of the requirements of which as master servicerof the date hereof is attached hereto as Exhibit I for convenience of reference only, servicer or sub-servicer. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Securitization Transaction shall be subject to this Agreement and shall continue to be serviced as determined by Owner in accordance with the terms of this Agreement and its sole discretion, (b) information regarding affiliations with respect thereto this Agreement shall remain to the Servicer (as servicer) and each Subservicer as required by Item 1119(a) of Regulation AB, a summary of the requirements of which as of the date hereof is attached hereto as Exhibit I for convenience of reference only, as determined by Owner in full force its sole discretion, and (c) information regarding relationships and effect.transactions with respect to the Servicer (as servicer) and each Subservicer as required by Item 1119(b) and (c) of Regulation AB, a summary of the requirements of which as of the date hereof is attached hereto as Exhibit I for convenience of reference only, as determined by Owner in its sole discretion;

Cooperation of Servicer with a Reconstitution. The Servicer and the Owner agree that with respect to some or all of the Mortgage Loans, after the related Servicing Transfer Date, on one or more dates (each, a “Reconstitution Date”) at the Owner’s sole option, the Owner may effect eithera sale (each, a “Reconstitution”) of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to: (1a) one or more Whole Loan Transfers; (2) one or more Securitization Transactions; (3) one or more Whole Loan Transfers to Xxxxxx Mae under its Cash Purchase Program or MBS Program (Special Servicing Option); or (4b) one or more Whole Loan Transfers to Xxxxxxx Mac; or (c) one or more third party purchasers in one or more Whole Loan Transfers; or (d) one or more Securitization Transactions. The Servicer and the Owner acknowledge and agree that the Servicer is not obligated hereunder agrees to act as servicer in any Reconstitution and the Owner is not obligated hereunder to offer the Servicer the opportunity to act as servicer in any Reconstitution. The Servicer shall reasonably cooperate with the Owner execute in connection with any Whole Loan Transfer to Xxxxxx Mae or Xxxxxxx Mac, any and all pool purchase contracts, and/or agreements reasonably acceptable to the Servicer among the Owner, the Servicer, Xxxxxx Mae or Xxxxxxx Mac (as the case may be) and any servicer in connection with a Whole Loan Transfer, a Seller’s warranties and servicing agreement or a participation and servicing agreement in form and substance reasonably acceptable to the Servicer, and in connection with a Securitization Transaction, a pooling and servicing agreement or sale and servicing agreement in form and substance reasonably acceptable to the Servicer (collectively the agreements referred to herein are designated, the “Reconstitution contemplated Agreements”). In the event the Servicer is chosen by the Owner, and the Servicer agrees, to service any Mortgage Loans in connection with a Reconstitution, with respect to each Reconstitution entered into by the Owner, the Servicer agrees (1) to cooperate fully with the Owner and any prospective purchaser with respect to all reasonable requests and due diligence procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Owner pursuant and as negotiated by the parties; (3) to this Section 13.14, provided, however, that under no circumstances restate as nearly as possible the representations and in no event shall such cooperation include any act of the Servicer or any event affecting the Servicer which would materially increase the Servicer’s liabilities or obligations beyond those liabilities and obligations contained in this Agreement (except as otherwise warranties set forth in this Section 13.14). In connection with any Reconstitution in which the Owner and the Servicer have agreed that the Servicer shall act as the servicer in the Reconstitution, the Owner shall deliver any agreement (the “Reconstitution Agreement”) or other document related to the Reconstitution to the Servicer at least fifteen (15) days prior to such transfer; the Servicer’s refusal to cooperate with Owner based on late delivery of such documents shall result in no liability to the Servicer. Such Reconstitution Agreement may, in the Owner’s discretion, contain contractual provisions not set forth in this Agreement, including, but not limited to, (i) customary certificate payment delays, (ii) representations and warranties (dated as of the settlement or closing date in connection with such Reconstitution Date) of the Servicer conforming in all material respects to Date or make the representations and warranties regarding the Servicer set forth in this Agreement, as well as such reasonable and customary additional representations and warranties as may be required by the related selling/servicing guide of the master servicer or issuer, as the case may be, in connection with such Reconstitution, provided that the Servicer may negotiate the terms of any such additional representations and warranties, and (iii) such provisions with regard to servicing responsibilities, investor reporting, segregation and deposit of principal and interest payments, custody of the Mortgage Loans, and other provisions that conform to secondary market standards for mortgage-backed securities backed by mortgage loans similar to the Mortgage Loans or as may be required by one or more Rating Agencies. The Servicer shall promptly review such Reconstitution Agreement and/or related documents, and provided that such Reconstitution Agreement contains servicing provisions substantially similar to those herein, or otherwise acceptable to the Servicer in its reasonable discretion, shall execute such Reconstitution Agreement and/or related documents. The Servicer’s refusal to execute any Reconstitution Agreement or related documents may be based on any provision which materially (a) increases the liability of the Servicer and/or (b) affects Servicer’s profitability from that contemplated warranties not included in this Agreement, unless the Servicer and the Owner have come to previous agreement on terms with respect to substantially similar issues. The Owner hereby agrees to pay the Servicer for reasonable expenses incurred by the Servicer that relate to reviewing and commenting on the Reconstitution Agreement for such Whole Loan Transfer or Securitization Transaction in accordance with the related term sheet. Any cooperation from the Servicer in In connection with any Whole Loan Transfer or Securitization Transaction contemplated by this Section 13.14 shall include delivery of a legal opinion relating to the Servicer acceptable to the Owner, the furnishing of information for use in an offering document for such Securitization Transaction relating to the Servicer (the “Servicer Information”). If requested by the Owner in connection with any Reconstitution, the Servicer and the Owner shall execute an indemnification agreement setting forth their respective indemnification obligations in connection therewith. In the event that the Servicer is not the shall: (i) provide to such master servicer, servicer or sub-servicer with respect to a issuer, as the case may be, and any other participants in such Reconstitution, any and all reasonable costsinformation and appropriate verification of information which may be reasonably available to the Servicer or its affiliates, fees whether through letters of its auditors and expenses incurred by counsel or otherwise, as the Owner or any such other participant shall reasonably request, (ii) provide to such master servicer or issuer, as the case mat be, and any other participants in such Reconstitution, at the expense of the Owner (not to exceed $15,000), such opinions of counsel, letters from auditors, and certificates of public officials or officers of the Servicer in connection with the foregoing shall be reimbursed by Owner after receipt of an invoice therefor. Any execution of a subservicing agreement or pooling and servicing agreement as are reasonably believed necessary by the Servicer shall be conditioned on Owner or any such other participant; and (iii) execute, deliver and satisfy all conditions set forth in any indemnity agreement as required by the Owner or any such participant in the form of Exhibit G attached hereto. Moreover, the Servicer receiving the Securitization Servicing Fee or such other servicing fee acceptable agrees to Servicer. Notwithstanding any provision to the contrary in this Agreement, in the event that the Servicer is the master servicer, servicer or sub-servicer cooperate with respect to a Reconstitution, all reasonable requests made by the Owner agrees that in to effect such Reconstitution any servicing performance termination triggers (in its reasonable discretion) shall be approved by the Servicer in its reasonable discretion; provided, that in the event that the Servicer does not approve any servicing performance termination triggers, the Owner shall, with respect to the Reconstitution, have the right to terminate the Servicer hereunder (a “Servicing Performance Trigger Termination”) and designate a successor servicer to act as master servicer, servicer or sub-servicerAgreements. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Securitization Transaction Reconstitution shall be remain subject to this Agreement and and, if this Agreement shall remain in effect with respect to the Mortgage Loans, 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. With respect to any Mortgage Loans sold in a Securitization Transaction where the Servicer is a servicer, the Servicer agrees that on or before March 15th of each year beginning March 15, 2006, the Servicer shall deliver to the depositor, the master servicer (if any), and the trustee for the securitization trust created in the Securitization Transaction, and their officers, directors and affiliates, (a) a certification in the form attached as Exhibit I hereto, executed by the senior officer in charge of servicing at the Servicer for use in connection with any Form 10-K to be filed with the Securities and Exchange Commission with respect to the securitization trust and the annual statement of compliance and accountant’s report referred to in such certification. In such event the Servicer shall agree to the following indemnification provision: "The Servicer shall indemnify and hold harmless the depositor, the master servicer (if any), and the trustee, and their respective officers, directors and Affiliates, from and against any losses, damages, charges, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Servicer’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Servicer agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Servicer, on the other, in connection with a breach of the Servicer’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewith."

Cooperation of Servicer with a Reconstitution. The Servicer and the Owner agree that with respect to some or all of the Mortgage Loans, after the related Servicing Transfer Date, on one or more dates (each, a "Reconstitution Date") at the Owner's sole option, the Owner may effect eithera sale (each, a "Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to: (1a) one or more Whole Loan Transfers; (2) one or more Securitization Transactions; (3) one or more Whole Loan Transfers to Xxxxxx Fannie Mae under its Cash Purchase Program or MBS Program (Special Servicing Specixx Xxxvicing Option); or (4b) Whole Loan Transfers to Freddie Mac; or (c) one or more third party purchaserx xx xxe or more Whole Loan Transfers to Xxxxxxx MacTransfers; or (d) one or more Securitization Transactions. The Servicer and the Owner acknowledge and agree that the Servicer is not obligated hereunder agrees to act as servicer in any Reconstitution and the Owner is not obligated hereunder to offer the Servicer the opportunity to act as servicer in any Reconstitution. The Servicer shall reasonably cooperate with the Owner execute in connection with any Whole Loan Transfer to Fannie Mae or Freddie Mac, any and all pool purchase contracts, xxx/xx agreemexxx xxxsonably acceptable to the Servicer among the Owner, the Servicer, Fannie Mae or Freddie Mac (as the case may be) and any servicer xx xxxnection xxxx x Whole Loan Transfer, a Seller's warranties and servicing agreement or a participation and servicing agreement in form and substance reasonably acceptable to the Servicer, and in connection with a Securitization Transaction, a pooling and servicing agreement or sale and servicing agreement in form and substance reasonably acceptable to the Servicer (collectively the agreements referred to herein are designated, the "Reconstitution contemplated Agreements"). In the event the Servicer is chosen by the Owner, and the Servicer agrees, to service any Mortgage Loans in connection with a Reconstitution, with respect to each Reconstitution entered into by the Owner, the Servicer agrees (1) to cooperate fully with the Owner and any prospective purchaser with respect to all reasonable requests and due diligence procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Owner pursuant and as negotiated by the parties; (3) to this Section 13.14, provided, however, that under no circumstances restate as nearly as possible the representations and in no event shall such cooperation include any act of the Servicer or any event affecting the Servicer which would materially increase the Servicer’s liabilities or obligations beyond those liabilities and obligations contained in this Agreement (except as otherwise warranties set forth in this Section 13.14). In connection with any Reconstitution in which the Owner and the Servicer have agreed that the Servicer shall act as the servicer in the Reconstitution, the Owner shall deliver any agreement (the “Reconstitution Agreement”) or other document related to the Reconstitution to the Servicer at least fifteen (15) days prior to such transfer; the Servicer’s refusal to cooperate with Owner based on late delivery of such documents shall result in no liability to the Servicer. Such Reconstitution Agreement may, in the Owner’s discretion, contain contractual provisions not set forth in this Agreement, including, but not limited to, (i) customary certificate payment delays, (ii) representations and warranties (dated as of the settlement or closing date in connection with such Reconstitution Date) of the Servicer conforming in all material respects to Date or make the representations and warranties regarding the Servicer set forth in this Agreement, as well as such reasonable and customary additional representations and warranties as may be required by the related selling/servicing guide of the master servicer or issuer, as the case may be, in connection with such Reconstitution, provided that the Servicer may negotiate the terms of any such additional representations and warranties, and (iii) such provisions with regard to servicing responsibilities, investor reporting, segregation and deposit of principal and interest payments, custody of the Mortgage Loans, and other provisions that conform to secondary market standards for mortgage-backed securities backed by mortgage loans similar to the Mortgage Loans or as may be required by one or more Rating Agencies. The Servicer shall promptly review such Reconstitution Agreement and/or related documents, and provided that such Reconstitution Agreement contains servicing provisions substantially similar to those herein, or otherwise acceptable to the Servicer in its reasonable discretion, shall execute such Reconstitution Agreement and/or related documents. The Servicer’s refusal to execute any Reconstitution Agreement or related documents may be based on any provision which materially (a) increases the liability of the Servicer and/or (b) affects Servicer’s profitability from that contemplated warranties not included in this Agreement, unless the Servicer and the Owner have come to previous agreement on terms with respect to substantially similar issues. The Owner hereby agrees to pay the Servicer for reasonable expenses incurred by the Servicer that relate to reviewing and commenting on the Reconstitution Agreement for such Whole Loan Transfer or Securitization Transaction in accordance with the related term sheet. Any cooperation from the Servicer in In connection with any Whole Loan Transfer or Securitization Transaction contemplated by this Section 13.14 shall include delivery of a legal opinion relating to the Servicer acceptable to the Owner, the furnishing of information for use in an offering document for such Securitization Transaction relating to the Servicer (the “Servicer Information”). If requested by the Owner in connection with any Reconstitution, the Servicer and the Owner shall execute an indemnification agreement setting forth their respective indemnification obligations in connection therewith. In the event that the Servicer is not the shall: (i) provide to such master servicer, servicer or sub-servicer with respect to a issuer, as the case may be, and any other participants in such Reconstitution, any and all reasonable costsinformation and appropriate verification of information which may be reasonably available to the Servicer or its affiliates, fees whether through letters of its auditors and expenses incurred by counsel or otherwise, as the Owner or any such other participant shall reasonably request, (ii) provide to such master servicer or issuer, as the case mat be, and any other participants in such Reconstitution, at the expense of the Owner (not to exceed $15,000), such opinions of counsel, letters from auditors, and certificates of public officials or officers of the Servicer in connection with the foregoing shall be reimbursed by Owner after receipt of an invoice therefor. Any execution of a subservicing agreement or pooling and servicing agreement as are reasonably believed necessary by the Servicer shall be conditioned on Owner or any such other participant; and (iii) execute, deliver and satisfy all conditions set forth in any indemnity agreement as required by the Owner or any such participant in the form of Exhibit G attached hereto. Moreover, the Servicer receiving the Securitization Servicing Fee or such other servicing fee acceptable agrees to Servicer. Notwithstanding any provision to the contrary in this Agreement, in the event that the Servicer is the master servicer, servicer or sub-servicer cooperate with respect to a Reconstitution, all reasonable requests made by the Owner agrees that in to effect such Reconstitution any servicing performance termination triggers (in its reasonable discretion) shall be approved by the Servicer in its reasonable discretion; provided, that in the event that the Servicer does not approve any servicing performance termination triggers, the Owner shall, with respect to the Reconstitution, have the right to terminate the Servicer hereunder (a “Servicing Performance Trigger Termination”) and designate a successor servicer to act as master servicer, servicer or sub-servicerAgreements. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Securitization Transaction Reconstitution shall be remain subject to this Agreement and and, if this Agreement shall remain in effect with respect to the Mortgage Loans, 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. With respect to any Mortgage Loans sold in a Securitization Transaction where the Servicer is a servicer, the Servicer agrees that on or before March 15th of each year beginning March 15, 2006, the Servicer shall deliver to the depositor, the master servicer (if any), and the trustee for the securitization trust created in the Securitization Transaction, and their officers, directors and affiliates, (a) a certification in the form attached as Exhibit I hereto, executed by the senior officer in charge of servicing at the Servicer for use in connection with any Form 10-K to be filed with the Securities and Exchange Commission with respect to the securitization trust and the annual statement of compliance and accountant's report referred to in such certification. In such event the Servicer shall agree to the following indemnification provision: "The Servicer shall indemnify and hold harmless the depositor, the master servicer (if any), and the trustee, and their respective officers, directors and Affiliates, from and against any losses, damages, charges, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Servicer's obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Servicer agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Servicer, on the other, in connection with a breach of the Servicer's obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewith."