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

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 a sale (each, a “Reconstitution”) of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to: (i) one or more transfer or sale of some or all of the Mortgage Loans to Xxxxxx Mae or Xxxxxxx Mac; (ii) one or more third party purchasers in one or more Whole Loan Transfers; or (iii) one or more trusts or other entities to be formed as part of one or more Securitization Transactions. (b) With respect to each Whole Loan Transfer or Securitization Transaction, as the case may be, entered into by the Owner, Servicer shall: (i) negotiate in good faith and execute any Reconstitution Agreement reasonably required to effectuate the Whole Loan Transfer or Securitization Transaction, provided such Reconstitution Agreement creates no greater obligation or cost on the part of Servicer or limits Servicer’s rights and remedies than otherwise set forth in this Agreement, and provided further that Servicer shall be entitled to a servicing fee under such Reconstitution Agreement at a rate per annum no less than the Servicing Fee Rate; (ii) the Servicer shall execute an assignment, assumption and recognition agreement in the form of Exhibit 6; (iii) provide as applicable: (A) information pertaining to 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 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 which Servicer is capable of providing without unreasonable effort or expense (collectively “Servicer Information”), and to indemnify the Owner and its affiliates for material misstatements or omissions contained in the Servicer Information; provided, however, Owner shall indemnify and hold harmless Servicer and its affiliates for material misstatements or omissions contained in 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 Securitization Transaction. The Owner shall pay all third party costs associated with the preparation of the information described in clause (iii)(A) above and the delivery of any opinions (other than opinions by in-house counsel), letters or certificates described in this clause (iii)(B). Servicer shall not be required to execute any Reconstitution Agreement unless a draft of the agreement is provided to Servicer at least ten (10) days before the Reconstitution Date, or such other period as may be mutually agreed upon by the parties, for Servicer and its counsel to review and comment on such Reconstitution Agreement; (iv) in the event that the Owner appoints a credit risk manager in connection with a Securitization Transaction, to negotiate and execute a credit risk management agreement and provide reports and information mutually agreed to by Servicer and the credit risk manager; provided such credit risk management agreement creates no greater obligation or cost on the part of Servicer or limits Servicer’s rights and remedies than otherwise set forth in this Agreement; (v) to negotiate and execute one or more custodial agreements among the Owner, 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 Servicer, in either case for the purpose of pooling the Mortgage Loans with other Mortgage Loans for resale or securitization; and (vi) in connection with any Securitization Transaction, the Servicer will be obligated to fund all Draws and will be reimbursed for such Draws on a monthly basis from (i) principal prepayments, (ii) distributions on a variable-funding note issued by such Securitization Transaction and/or (iii) any other methodology as mutually agreed between the Owner and Servicer as set forth in the Securitization Transaction documents. Under no circumstances shall the Owner be required to fund any such Draws. (c) With respect to each Whole Loan Transfer and each Securitization Transaction entered into by the Owner, the Servicer agrees (1) to cooperate with the Owner and any prospective purchaser 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 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 as of the Reconstitution Date which shall not be more onerous than those required under this Agreement or (b) make the representations and warranties with respect to the servicing of the Mortgage Loans set forth in the related selling/servicing guide of the master servicer or issuer, as the case may be, or such representations and warranties with respect to the servicing of the Mortgage Loans as may be required by 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 onerous than those required under this Agreement. The Servicer shall use its reasonable best efforts to provide to such master servicer or issuer, as the case may 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 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 13.12(b), to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Owner or any such participant; provided that the Servicer is given an opportunity to review and reasonably negotiate in good faith provisions of such indemnity. (i) [Reserved]. (d) The Servicer shall execute one or more subservicing agreements between the Servicer and the Owner and/or any master servicer which is generally considered to be a prudent master servicer in the 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 subject of this Agreement in connection with a Reconstitution; and (e) Any execution of a subservicing agreement or Reconstitution Agreement by the Servicer shall be conditioned on the Servicer receiving the Servicing Fee or such other servicing fee acceptable to Servicer. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Pass-Through Transfer shall be subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto this Agreement shall remain in full force and effect. (f) 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.

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 a sale (each, a “Reconstitution”) of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to: (i) Fxxxxx Mxx or Fxxxxxx Mac in one or more transfer or sale of some or all of the Mortgage Loans to Xxxxxx Mae or Xxxxxxx MacWhole Loan Transfers; (ii) one or more third other third-party purchasers in one or more Whole Loan Transfers; or; (iii) one or more trusts or other entities to be formed as part of one or more Private Securitization Transactions; or (iv) 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 Transfer Transfer, Private Securitization Transaction or Public Securitization Transaction, as the case may be, entered into by the Owner, the Servicer shall: (i) negotiate upon request of the Owner, service the Mortgage Loans included in good faith and execute any Reconstitution Agreement reasonably required to effectuate the Whole Loan Transfer or Securitization Transaction, provided such Reconstitution Agreement creates no greater obligation or cost on the part of Servicer or limits Servicer’s rights and remedies than otherwise set forth in this Agreement, and provided further that Servicer shall be entitled pursuant to a security servicing fee under such Reconstitution Agreement at a rate per annum no less than the Servicing Fee Rateagreement or other agreement; (ii) if the Servicer shall execute an assignment, assumption and recognition agreement will continue servicing the Mortgage Loans included in the form of Exhibit 6; (iii) 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 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 which the Servicer is capable of providing without unreasonable effort or expense (collectively “Servicer Information”), and to indemnify the Owner and its affiliates for material misstatements or omissions contained in the Servicer Information; provided, however, Owner shall indemnify and hold harmless Servicer and its affiliates for material misstatements or omissions contained in 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 Rating Agency or the Owner, as the case may be, in connection with such Private Securitization Transaction or Public Securitization Transaction. The Owner shall pay all third party costs associated with the preparation of the information described in clause (iii)(Aii)(A) above and the delivery of any opinions (other than opinions by in-house counsel), letters or certificates described in this clause (iii)(Bii)(B). Servicer shall not be required to execute any Reconstitution Agreement unless a draft of the agreement is provided to Servicer at least ten (10) days before the Reconstitution Date, or such other period as may be mutually agreed upon by the parties, for Servicer and its counsel to review and comment on such Reconstitution Agreement;. (iviii) if the Servicer will continue servicing the Mortgage Loans included in the event that the Owner appoints a credit risk manager in connection with a Securitization TransactionReconstitution, to negotiate and execute a credit risk management agreement and provide reports and information mutually agreed to by Servicer and the credit risk manager; provided such credit risk management agreement creates no greater obligation or cost on the part of Servicer or limits Servicer’s rights and remedies than otherwise set forth in this Agreement; (v) 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 (viiv) 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 party to any agreement to be executed in connection with any such Whole Loan Transfer, Private Securitization Transaction or Public Securitization Transaction, the Servicer will be obligated to fund all Draws and will be reimbursed for such Draws on a monthly basis from (i) principal prepayments, (ii) distributions on a variable-funding note issued by such Securitization Transaction and/or (iii) any other methodology as mutually agreed between the Owner and Servicer as set forth in the Securitization Transaction documents. Under no circumstances shall the Owner be required to fund any such Draws. (c) With respect to each Whole Loan Transfer and each Securitization Transaction entered into by the Owner, the Servicer agrees (1) to cooperate with the Owner and any prospective purchaser with respect to all reasonable requests and due diligence procedures procedures, including participating in meetings with rating agenciesRating 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 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 the case may be; (3) (a) to restate the representations and warranties set forth in this Agreement as of the Reconstitution Date which shall not be materially more onerous than those required under this Agreement or (b) make the representations and warranties with respect to the servicing of the Mortgage Loans set forth in the related selling/servicing guide of the master servicer or issuer, as the case may be, or such representations and warranties with respect to the servicing of the Mortgage Loans as may be required by 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 onerous than those required under this Agreement. The Servicer shall use its reasonable best efforts to provide to such master servicer or issuer, as the case may 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 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 this Section 13.12(b12.01(b), to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Owner or any such participant; provided that the Servicer is given an opportunity to review and reasonably negotiate in good faith provisions of such indemnity. (i) [Reserved]. (d) The Servicer shall execute one or more subservicing agreements between the Servicer and the Owner and/or any master servicer which is generally considered to be a prudent master servicer in the 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 subject of this Agreement in connection with a Reconstitution; and (ec) Any execution of a subservicing security servicing agreement or Reconstitution Agreement reconstitution agreement by the Servicer shall be conditioned on the Servicer receiving the Servicing Fee or such other servicing fee acceptable to Servicer. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer Transfer, Private Securitization Transaction or Pass-Through Transfer 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. (f) 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 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. (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 a sale (each, a “Reconstitution”) of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to: (i) one or more transfer or sale of some or all of the Mortgage Loans to Xxxxxx Mae or Xxxxxxx MacMac in one or more Whole Loan Transfers; (ii) one or more third other third-party purchasers in one or more Whole Loan Transfers; or; (iii) one or more trusts or other entities to be formed as part of one or more Private Securitization Transactions.; or (iv) 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 Transfer Transfer, Private Securitization Transaction or Public Securitization Transaction, as the case may be, entered into by the Owner, the Servicer shall: (i) negotiate upon request of the Owner, service the Mortgage Loans included in good faith and execute any Reconstitution Agreement reasonably required to effectuate the Whole Loan Transfer or Securitization Transaction, provided such Reconstitution Agreement creates no greater obligation or cost on the part of Servicer or limits Servicer’s rights and remedies than otherwise set forth in this Agreement, and provided further that Servicer shall be entitled pursuant to a security servicing fee under such Reconstitution Agreement at a rate per annum no less than the Servicing Fee Rateagreement or other agreement; (ii) if the Servicer shall execute an assignment, assumption and recognition agreement will continue servicing the Mortgage Loans included in the form of Exhibit 6; (iii) 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 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 which the Servicer is capable of providing without unreasonable effort or expense (collectively “Servicer Information”), and to indemnify the Owner and its affiliates for material misstatements or omissions contained in the Servicer Information; provided, however, Owner shall indemnify and hold harmless Servicer and its affiliates for material misstatements or omissions contained in 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 Rating Agency or the Owner, as the case may be, in connection with such Private Securitization Transaction or Public Securitization Transaction. The Owner shall pay all third party costs associated with the preparation of the information described in clause (iii)(Aii)(A) above and the delivery of any opinions (other than opinions by in-house counsel), letters or certificates described in this clause (iii)(Bii)(B). Servicer shall not be required to execute any Reconstitution Agreement unless a draft of the agreement is provided to Servicer at least ten (10) days before the Reconstitution Date, or such other period as may be mutually agreed upon by the parties, for Servicer and its counsel to review and comment on such Reconstitution Agreement;. (iviii) if the Servicer will continue servicing the Mortgage Loans included in the event that the Owner appoints a credit risk manager in connection with a Securitization TransactionReconstitution, to negotiate and execute a credit risk management agreement and provide reports and information mutually agreed to by Servicer and the credit risk manager; provided such credit risk management agreement creates no greater obligation or cost on the part of Servicer or limits Servicer’s rights and remedies than otherwise set forth in this Agreement; (v) 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 (viiv) 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 party to any agreement to be executed in connection with any ​ such Whole Loan Transfer, Private Securitization Transaction or Public Securitization Transaction, the Servicer will be obligated to fund all Draws and will be reimbursed for such Draws on a monthly basis from (i) principal prepayments, (ii) distributions on a variable-funding note issued by such Securitization Transaction and/or (iii) any other methodology as mutually agreed between the Owner and Servicer as set forth in the Securitization Transaction documents. Under no circumstances shall the Owner be required to fund any such Draws. (c) With respect to each Whole Loan Transfer and each Securitization Transaction entered into by the Owner, the Servicer agrees (1) to cooperate with the Owner and any prospective purchaser with respect to all reasonable requests and due diligence procedures procedures, including participating in meetings with rating agenciesRating 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 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 the case may be; (3) (a) to restate the representations and warranties set forth in this Agreement as of the Reconstitution Date which shall not be materially more onerous than those required under this Agreement or (b) make the representations and warranties with respect to the servicing of the Mortgage Loans set forth in the related selling/servicing guide of the master servicer or issuer, as the case may be, or such representations and warranties with respect to the servicing of the Mortgage Loans as may be required by 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 onerous than those required under this Agreement. The Servicer shall use its reasonable best efforts to provide to such master servicer or issuer, as the case may 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 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 this Section 13.12(b12.01(b), to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Owner or any such participant; provided that the Servicer is given an opportunity to review and reasonably negotiate in good faith provisions of such indemnity. (i) [Reserved]. (d) The Servicer shall execute one or more subservicing agreements between the Servicer and the Owner and/or any master servicer which is generally considered to be a prudent master servicer in the 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 subject of this Agreement in connection with a Reconstitution; and (ec) Any execution of a subservicing security servicing agreement or Reconstitution Agreement reconstitution agreement by the Servicer shall be conditioned on the Servicer receiving the Servicing Fee or such other servicing fee acceptable to Servicer. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer Transfer, Private Securitization Transaction or Pass-Through Transfer 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. (f) 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 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. (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 a sale (each, a “Reconstitution”) of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to: (i) Fxxxxx Mxx or Fxxxxxx Mac in one or more transfer or sale of some or all of the Mortgage Loans to Xxxxxx Mae or Xxxxxxx MacWhole Loan Transfers; (ii) one or more third other third-party purchasers in one or more Whole Loan Transfers; or; (iii) one or more trusts or other entities to be formed as part of one or more Private Securitization Transactions; or (iv) 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 Transfer Transfer, Private Securitization Transaction or Public Securitization Transaction, as the case may be, entered into by the Owner, the Servicer shall: (i) negotiate upon request of the Owner, service the Mortgage Loans included in good faith and execute any Reconstitution Agreement reasonably required to effectuate the Whole Loan Transfer or Securitization Transaction, provided such Reconstitution Agreement creates no greater obligation or cost on the part of Servicer or limits Servicer’s rights and remedies than otherwise set forth in this Agreement, and provided further that Servicer shall be entitled pursuant to a security servicing fee under such Reconstitution Agreement at a rate per annum no less than the Servicing Fee Rateagreement or other agreement; (ii) if the Servicer shall execute an assignment, assumption and recognition agreement will continue servicing the Mortgage Loans included in the form of Exhibit 6; (iii) 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 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 which the Servicer is capable of providing without unreasonable effort or expense (collectively “Servicer Information”), and to indemnify the Owner and its affiliates for material misstatements or omissions contained in the Servicer Information; provided, however, Owner shall indemnify and hold harmless Servicer and its affiliates for material misstatements or omissions contained in 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 Rating Agency or the Owner, as the case may be, in connection with such Private Securitization Transaction or Public Securitization Transaction. The Owner shall pay all third party costs associated with the preparation of the information described in clause (iii)(Aii)(A) above and the delivery of any opinions (other than opinions by in-house counsel), letters or certificates described in this clause (iii)(Bii)(B). Servicer shall not be required to execute any Reconstitution Agreement unless a draft of the agreement is provided to Servicer at least ten (10) days before the Reconstitution Date, or such other period as may be mutually agreed upon by the parties, for Servicer and its counsel to review and comment on such Reconstitution Agreement;. (iviii) if the Servicer will continue servicing the Mortgage Loans included in the event that the Owner appoints a credit risk manager in connection with a Securitization TransactionReconstitution, to negotiate and execute a credit risk management agreement and provide reports and information mutually agreed to by Servicer and the credit risk manager; provided such credit risk management agreement creates no greater obligation or cost on the part of Servicer or limits Servicer’s rights and remedies than otherwise set forth in this Agreement; (v) 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 (viiv) 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 party to any agreement to be executed in connection with any such Whole Loan Transfer, Private Securitization Transaction or Public Securitization Transaction, the Servicer will be obligated to fund all Draws and will be reimbursed for such Draws on a monthly basis from (i) principal prepayments, (ii) distributions on a variable-funding note issued by such Securitization Transaction and/or (iii) any other methodology as mutually agreed between the Owner and Servicer as set forth in the Securitization Transaction documents. Under no circumstances shall the Owner be required to fund any such Draws. (c) With respect to each Whole Loan Transfer and each Securitization Transaction entered into by the Owner, the Servicer agrees (1) to cooperate with the Owner and any prospective purchaser with respect to all reasonable requests and due diligence procedures procedures, including participating in meetings with rating agenciesRating 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 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 the case may be; (3) (a) to restate the representations and warranties set forth in this Agreement as of the Reconstitution Date which shall not be materially more onerous than those required under this Agreement or (b) make the representations and warranties with respect to the servicing of the Mortgage Loans set forth in the related selling/servicing guide of the master servicer or issuer, as the case may be, or such representations and warranties with respect to the servicing of the Mortgage Loans as may be required by 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 onerous than those required under this Agreement. The Servicer shall use its reasonable best efforts to provide to such master servicer or issuer, as the case may 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 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 this Section 13.12(b12.01(b), to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Owner or any such participant; provided that the Servicer is given an opportunity to review and reasonably negotiate in good faith provisions of such indemnity.. 72 (i) [Reserved]. (d) The Servicer shall execute one or more subservicing agreements between the Servicer and the Owner and/or any master servicer which is generally considered to be a prudent master servicer in the 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 subject of this Agreement in connection with a Reconstitution; and (ec) Any execution of a subservicing security servicing agreement or Reconstitution Agreement reconstitution agreement by the Servicer shall be conditioned on the Servicer receiving the Servicing Fee or such other servicing fee acceptable to Servicer. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer Transfer, Private Securitization Transaction or Pass-Through Transfer 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. (f) 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 substantially similar to those contained in this Agreement or otherwise subject to approval by the Servicer in its reasonable discretion.. 73

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 or after the related Closing Date, on one or more dates (each a “"Reconstitution Date”") at the Owner’s Owner 's sole option, the Owner may effect a sale (each, a “"Reconstitution”") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to: (i) one or more transfer or sale of some or all of the Mortgage Loans to Xxxxxx Mae or Xxxxxxx Mac; (iia) one or more third party purchasers in one or more in whole loan transfers (each, a "Whole Loan TransfersTransfer"); or (iiib) one or more trusts or other entities to be formed as part of one or more Securitization Transactions. (b) Pass-Through Transfers. With respect to each Whole Loan Transfer or Securitization TransactionPass-Through Transfer, as the case may be, entered into effected by the Owner, Servicer shall: Owner (i) negotiate shall reimburse Servicer for all reasonable out-of-pocket third party costs and expenses related thereto and (ii) shall pay Servicer a reasonable amount representing time and effort expended by Servicer related thereto (which amount shall be reasonably agreed upon by Servicer and Owner prior to the expenditure of such time and effort); provided, however, that for each Whole Loan Transfer and/or Pass-Through Transfer, the sum of such amounts described in good faith subsections (i) and execute any Reconstitution Agreement reasonably required (ii) above shall in no event exceed $5,000. For purposes of this paragraph, all Whole Loan Transfers and/or Pass-Through Transfers made to effectuate the same entity within the same accounting cycle shall be considered one Whole Loan Transfer or Securitization TransactionPass-Through Transfer. The Servicer agrees to execute in connection with any agreements among the Owner, provided such Reconstitution Agreement creates no greater obligation or cost on the part of Servicer or limits Servicer’s rights and remedies than otherwise set forth in this Agreement, and provided further that Servicer shall be entitled to any servicer in connection with a servicing fee under such Reconstitution Agreement at a rate per annum no less than the Servicing Fee Rate; (ii) the Servicer shall execute 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 the form of Exhibit 6; (iii) provide as applicable: (A) information pertaining and substance reasonably acceptable to 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 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 which Servicer is capable of providing without unreasonable effort or expense (collectively “Servicer Information”), and to indemnify the Owner and its affiliates for material misstatements or omissions contained in the Servicer Information; provided, however, Owner shall indemnify and hold harmless Servicer and its affiliates for material misstatements or omissions contained in 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 Securitization Transaction. The Owner shall pay all third party costs associated with the preparation of the information described in clause (iii)(A) above and the delivery of any opinions (other than opinions by in-house counsel), letters or certificates described in this clause (iii)(B). Servicer shall not be required to execute any Reconstitution Agreement unless a draft of the agreement is provided to Servicer at least ten (10) days before the Reconstitution Date, or such other period as may be mutually agreed upon by the parties, for Servicer and its counsel to review and comment on such Reconstitution Agreement; (iv) in the event that the Owner appoints a credit risk manager in connection with a Securitization TransactionPass-Through Transfer, a pooling and servicing agreement in form and substance reasonably acceptable to negotiate and execute a credit risk management agreement and provide reports and information mutually agreed the parties, (collectively the agreements referred to by Servicer and herein are designated, the credit risk manager; provided "Reconstitution Agreements"). It is understood that any such credit risk management agreement creates no Reconstitution Agreements will not contain any greater obligation or cost obligations on the part of Servicer or limits Servicer’s rights and remedies than otherwise set forth are contained in this Agreement; (v) . Notwithstanding anything to negotiate and execute one or more custodial agreements among the Owner, Servicer and a third party custodian/trustee which is generally considered to be a prudent custodian/trustee contrary in the secondary mortgage market designated by the Owner in its sole discretion after consultation with Servicer, in either case for the purpose of pooling the Mortgage Loans with other Mortgage Loans for resale or securitization; and (vi) in connection with any Securitization Transactionthis Section 10.02, the Servicer will be obligated to fund all Draws and will be reimbursed for such Draws on a monthly basis from (i) principal prepayments, (ii) distributions on a variable-funding note issued by such Securitization Transaction and/or (iii) any other methodology as mutually agreed between the Owner and Servicer as set forth in the Securitization Transaction documents. Under no circumstances shall the Owner be agrees that it is required to fund any such Draws. (c) perform the obligations described in Exhibit H hereto. With respect to each Whole Loan Transfer and each Securitization Transaction Pass-Through Transfer entered into by the Owner, the Servicer agrees (1) to reasonably cooperate with the Owner and any prospective purchaser 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 Owner shall designate and participating in meetings with prospective purchasers of the Mortgage Loans or interests therein and providing information reasonably requested by such purchasersprocedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Owner, provided the Servicer had the ability to negotiate such Reconstitution Agreements in good faith; (3) (a) to restate the representations and warranties set forth in this Agreement as of the Reconstitution Date which shall not be more onerous than those required under this Agreement settlement or (b) make the representations and warranties with respect to the servicing of the Mortgage Loans set forth in the related selling/servicing guide of the master servicer or issuer, as the case may be, or such representations and warranties with respect to the servicing of the Mortgage Loans as may be required by any Rating Agency or prospective purchaser of the related securities or such Mortgage Loans, closing date in connection with such Reconstitution; providedReconstitution (each, howevera "Reconstitution Date"). In addition, that such representations and warranties shall not be more onerous than those required under this Agreement. The the Servicer shall use its reasonable best efforts to provide to such master servicer or issuer, as the case may 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 Servicer or its affiliatesServicer, 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, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Servicer as are reasonably agreed upon by the Servicer and the Owner or any such other participant; (iii) within 5 Business Days after request by the Owner, the information with respect to the Servicer (as servicer) as required by Item 1108(b) and (c) of Regulation AB, a summary of the requirements of which as of the date hereof is attached hereto as Exhibit J for convenience of reference only, as determined by Owner in its sole commercially reasonable discretion. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Servicer shall provide the information required pursuant to this clause with respect to the Subservicer; (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 each Subservicer as required by Item 1117 of Regulation AB, a summary of the requirements of which as of the date hereof is attached hereto as Exhibit J for convenience of reference only, as determined by Owner in its sole commercially reasonable discretion, (b) information regarding affiliations with respect 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 J for convenience of reference only, as determined by Owner in its sole commercially reasonable discretion, and (c) information regarding relationships and 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 J for convenience of reference only, as determined by Owner in its sole commercially reasonable discretion; and (v) for the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Servicer shall (or shall cause each Subservicer to) (i) provide prompt notice to the Owner, the Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings involving the Servicer or any Subservicer of a type contemplated by Item 1117 of Regulation AB, (B) any affiliations or relationships that develop following the closing date of a Pass-Through Transfer between the Servicer or any Subservicer and any of the parties specified in clause (D) of paragraph (a) of this Section (and any other parties identified in writing by the requesting party) with respect to such Pass-Through Transfer of a type contemplated by Item 1119 of Regulation AB, (C) any Event of Default under the terms of this Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Servicer, and (E) the Servicer's entry into an agreement with a Subservicer to perform or assist in the performance of any of the Servicer's material obligations under this Agreement or any Reconstitution Agreement related thereto and (ii) subject provide to the provisions Owner and any Depositor a description of Section 13.12(b)such proceedings, affiliations or relationships; (vi) as a condition to executethe succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement or any Reconstitution Agreement related thereto by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, deliver or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Owner, the Master Servicer and satisfy any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Owner and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, all conditions set forth in any indemnity agreement required information reasonably requested by the Owner or any Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities; (vii) in addition to such participant; provided information as the Servicer, as servicer, is obligated to provide pursuant to other provisions of this Agreement, not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in respect of any Pass-Through Transfer that includes any of the Mortgage Loans serviced by the Servicer is given an opportunity or any Subservicer, the Servicer or such Subservicer, as applicable, shall, to review the extent the Servicer or such Subservicer has knowledge, provide to the party responsible for filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along with all information, data, and reasonably negotiate materials related thereto as may be required to be included in good faith the related distribution report on Form 10-D (as specified in the provisions of Regulation AB referenced below): (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such indemnity.as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB); and (viii) the Servicer shall provide to the Owner, the Master Servicer and any Depositor upon reasonable request, evidence of the authorization of the person signing any certification or statement, copies or other evidence of Fidelity Bond Insurance and Errors and Omission Insurance policy, financial information and reports, and such other information related to the Servicer or any Subservicer or the Servicer or such Subservicer's performance hereunder. In the event of a conflict or inconsistency between the terms of Exhibit J and the text of the applicable Item of Regulation AB as cited above, the text of Regulation AB, its adopting release and other public statements of the SEC shall control. The Servicer shall indemnify the Owner, each affiliate of the Owner, and each of the following parties participating in a Pass-Through Transfer: each sponsor and issuing entity; each Person (including, but not limited to, the Master Servicer, if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Pass-Through Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Pass-Through Transfer; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an "Indemnified Party"), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) [Reserved]. (dA) The Servicer shall execute one any untrue statement of a material fact contained or more subservicing agreements between the Servicer and the Owner and/or any master servicer which is generally considered alleged to be a prudent master servicer contained in the secondary mortgage marketany written or electronic information, designated report, certification, data, accountants' letter or other written or electronic material provided under this Section 10.02 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 on behalf of the Servicer, or provided under this Section 10.02 by or on behalf of any Subservicer or Subcontractor (collectively, the "Servicer Information"), or (B) the omission or alleged omission to state in either case for the purpose Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of pooling the Mortgage Loans with other mortgage loans circumstances under which they were made, not the subject misleading; provided, by way of clarification, that clause (B) of this Agreement paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a Reconstitution; andsale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information; (eii) Any any breach by the Servicer of its obligations under this Section 10.02, including particularly any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants' letter or other material when and as required under this Section 10.02, including any failure by the Servicer to identify pursuant to Section 11.15 any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB; (iii) any breach by the Servicer of a representation or warranty set forth in Article III or in a writing furnished pursuant to clause (k) of Article III and made as of a date prior to the closing date of the related Pass-Through Transfer, to the extent that such breach is not cured by such closing date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to clause (k) of Article III to the extent made as of a date subsequent to such closing date; or (iv) the negligence bad faith or willful misconduct of the Servicer in connection with its performance under this Section 10.02. If the indemnification provided for herein is unavailable or insufficient, as the result of a court of law holding such indemnification void on the basis of public policy, to hold harmless an Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by 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 the case of any failure of performance described above, the Servicer shall promptly reimburse the Owner, any Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Pass-Through Transfer, or for execution of a subservicing agreement certification pursuant to Rule 13a-14(d) or Reconstitution Agreement Rule 15d-14(d) under the Exchange Act with respect to such Pass-Through Transfer, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants' letter or other material not delivered as required by the Servicer Servicer, any Subservicer or any Subcontractor. This indemnification shall be conditioned on survive the Servicer receiving termination of this Agreement or the Servicing Fee or such other servicing fee acceptable termination of any party to Servicerthis Agreement. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Pass-Through Transfer Reconstitution shall be remain subject to this Agreement to, and shall continue to be serviced in accordance with the terms of of, this Agreement Agreement, and with respect thereto this Agreement shall remain in full force and effect. (f) All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject to this 17. Article XI of the Agreement and with respect thereto this Agreement shall remain in full force and effect. Any execution is hereby amended effective as of a Reconstitution Agreement the date hereof by adding 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.following new Section 11.15:

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 a sale (each, a “Reconstitution”) of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to: (i) Xxxxxx Xxx or Xxxxxxx Mac in one or more transfer or sale of some or all of the Mortgage Loans to Xxxxxx Mae or Xxxxxxx MacWhole Loan Transfers; (ii) one or more third other third-party purchasers in one or more Whole Loan Transfers; or; (iii) one or more trusts or other entities to be formed as part of one or more Private Securitization Transactions; or (iv) 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 Transfer Transfer, Private Securitization Transaction or Public Securitization Transaction, as the case may be, entered into by the Owner, the Servicer shall: (i) negotiate upon request of the Owner, service the Mortgage Loans included in good faith and execute any Reconstitution Agreement reasonably required to effectuate the Whole Loan Transfer or Securitization Transaction, provided such Reconstitution Agreement creates no greater obligation or cost on the part of Servicer or limits Servicer’s rights and remedies than otherwise set forth in this Agreement, and provided further that Servicer shall be entitled pursuant to a security servicing fee under such Reconstitution Agreement at a rate per annum no less than the Servicing Fee Rateagreement or other agreement; (ii) if the Servicer shall execute an assignment, assumption and recognition agreement will continue servicing the Mortgage Loans included in the form of Exhibit 6; (iii) 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 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 which the Servicer is capable of providing without unreasonable effort or expense (collectively “Servicer Information”), and to indemnify the Owner and its affiliates for material misstatements or omissions contained in the Servicer Information; provided, however, Owner shall indemnify and hold harmless Servicer and its affiliates for material misstatements or omissions contained in 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 Rating Agency or the Owner, as the case may be, in connection with such Private Securitization Transaction or Public Securitization Transaction. The Owner shall pay all third party costs associated with the preparation of the information described in clause (iii)(Aii)(A) above and the delivery of any opinions (other than opinions by in-house counsel), letters or certificates described in this clause (iii)(Bii)(B). Servicer shall not be required to execute any Reconstitution Agreement unless a draft of the agreement is provided to Servicer at least ten (10) days before the Reconstitution Date, or such other period as may be mutually agreed upon by the parties, for Servicer and its counsel to review and comment on such Reconstitution Agreement;. (iviii) if the Servicer will continue servicing the Mortgage Loans included in the event that the Owner appoints a credit risk manager in connection with a Securitization TransactionReconstitution, to negotiate and execute a credit risk management agreement and provide reports and information mutually agreed to by Servicer and the credit risk manager; provided such credit risk management agreement creates no greater obligation or cost on the part of Servicer or limits Servicer’s rights and remedies than otherwise set forth in this Agreement; (v) 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 (viiv) 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 party to any agreement to be executed in connection with any such Whole Loan Transfer, Private Securitization Transaction or Public Securitization Transaction, the Servicer will be obligated to fund all Draws and will be reimbursed for such Draws on a monthly basis from (i) principal prepayments, (ii) distributions on a variable-funding note issued by such Securitization Transaction and/or (iii) any other methodology as mutually agreed between the Owner and Servicer as set forth in the Securitization Transaction documents. Under no circumstances shall the Owner be required to fund any such Draws. (c) With respect to each Whole Loan Transfer and each Securitization Transaction entered into by the Owner, the Servicer agrees (1) to cooperate with the Owner and any prospective purchaser with respect to all reasonable requests and due diligence procedures procedures, including participating in meetings with rating agenciesRating 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 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 the case may be; (3) (a) to restate the representations and warranties set forth in this Agreement as of the Reconstitution Date which shall not be materially more onerous than those required under this Agreement or (b) make the representations and warranties with respect to the servicing of the Mortgage Loans set forth in the related selling/servicing guide of the master servicer or issuer, as the case may be, or such representations and warranties with respect to the servicing of the Mortgage Loans as may be required by 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 onerous than those required under this Agreement. The Servicer shall use its reasonable best efforts to provide to such master servicer or issuer, as the case may 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 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 this Section 13.12(b12.01(b), to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Owner or any 72 such participant; provided that the Servicer is given an opportunity to review and reasonably negotiate in good faith provisions of such indemnity. (i) [Reserved]. (d) The Servicer shall execute one or more subservicing agreements between the Servicer and the Owner and/or any master servicer which is generally considered to be a prudent master servicer in the 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 subject of this Agreement in connection with a Reconstitution; and (ec) Any execution of a subservicing security servicing agreement or Reconstitution Agreement reconstitution agreement by the Servicer shall be conditioned on the Servicer receiving the Servicing Fee or such other servicing fee acceptable to Servicer. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer Transfer, Private Securitization Transaction or Pass-Through Transfer 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. (f) 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 substantially similar to those contained in this Agreement or otherwise subject to approval by the Servicer in its reasonable discretion.. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 73

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 a sale (each, a “Reconstitution”) of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to: (i) Xxxxxx Xxx or Xxxxxxx Mac in one or more transfer or sale of some or all of the Mortgage Loans to Xxxxxx Mae or Xxxxxxx MacWhole Loan Transfers; (ii) one or more third other third-party purchasers in one or more Whole Loan Transfers; or; (iii) one or more trusts or other entities to be formed as part of one or more Private Securitization Transactions; or (iv) 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 Transfer Transfer, Private Securitization Transaction or Public Securitization Transaction, as the case may be, entered into by the Owner, the Servicer shall: (i) negotiate upon request of the Owner, service the Mortgage Loans included in good faith and execute any Reconstitution Agreement reasonably required to effectuate the Whole Loan Transfer or Securitization Transaction, provided such Reconstitution Agreement creates no greater obligation or cost on the part of Servicer or limits Servicer’s rights and remedies than otherwise set forth in this Agreement, and provided further that Servicer shall be entitled pursuant to a security servicing fee under such Reconstitution Agreement at a rate per annum no less than the Servicing Fee Rateagreement or other agreement; (ii) if the Servicer shall execute an assignment, assumption and recognition agreement will continue servicing the Mortgage Loans included in the form of Exhibit 6; (iii) 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 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 which the Servicer is capable of providing without unreasonable effort or expense (collectively “Servicer Information”), and to indemnify the Owner and its affiliates for material misstatements or omissions contained in the Servicer Information; provided, however, Owner shall indemnify and hold harmless Servicer and its affiliates for material misstatements or omissions contained in all other information in any offering document, other than Servicer Information; andand NY1 8630204v.6 (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 Rating Agency or the Owner, as the case may be, in connection with such Private Securitization Transaction or Public Securitization Transaction. The Owner shall pay all third party costs associated with the preparation of the information described in clause (iii)(Aii)(A) above and the delivery of any opinions (other than opinions by in-house counsel), letters or certificates described in this clause (iii)(Bii)(B). Servicer shall not be required to execute any Reconstitution Agreement unless a draft of the agreement is provided to Servicer at least ten (10) days before the Reconstitution Date, or such other period as may be mutually agreed upon by the parties, for Servicer and its counsel to review and comment on such Reconstitution Agreement;. (iviii) if the Servicer will continue servicing the Mortgage Loans included in the event that the Owner appoints a credit risk manager in connection with a Securitization TransactionReconstitution, to negotiate and execute a credit risk management agreement and provide reports and information mutually agreed to by Servicer and the credit risk manager; provided such credit risk management agreement creates no greater obligation or cost on the part of Servicer or limits Servicer’s rights and remedies than otherwise set forth in this Agreement; (v) 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 (viiv) 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 party to any agreement to be executed in connection with any such Whole Loan Transfer, Private Securitization Transaction or Public Securitization Transaction, the Servicer will be obligated to fund all Draws and will be reimbursed for such Draws on a monthly basis from (i) principal prepayments, (ii) distributions on a variable-funding note issued by such Securitization Transaction and/or (iii) any other methodology as mutually agreed between the Owner and Servicer as set forth in the Securitization Transaction documents. Under no circumstances shall the Owner be required to fund any such Draws. (c) With respect to each Whole Loan Transfer and each Securitization Transaction entered into by the Owner, the Servicer agrees (1) to cooperate with the Owner and any prospective purchaser with respect to all reasonable requests and due diligence procedures procedures, including participating in meetings with rating agenciesRating 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 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 the case may be; (3) (a) to restate the representations and warranties set forth in this Agreement as of the Reconstitution Date which shall not be materially more onerous than those required under this Agreement or (b) make the representations and warranties with respect to the servicing of the Mortgage Loans set forth in the related selling/servicing guide of the master servicer or issuer, as the case may be, or such representations and warranties with respect to the servicing of the Mortgage Loans as may be required by 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 onerous than those required under this Agreement. The Servicer shall use its reasonable best efforts to provide to such master servicer or issuer, as the case may 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 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 this Section 13.12(b12.01(b), to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Owner or any NY1 8630204v.6 such participant; provided that the Servicer is given an opportunity to review and reasonably negotiate in good faith provisions of such indemnity. (i) [Reserved]. (d) The Servicer shall execute one or more subservicing agreements between the Servicer and the Owner and/or any master servicer which is generally considered to be a prudent master servicer in the 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 subject of this Agreement in connection with a Reconstitution; and (ec) Any execution of a subservicing security servicing agreement or Reconstitution Agreement reconstitution agreement by the Servicer shall be conditioned on the Servicer receiving the Servicing Fee or such other servicing fee acceptable to Servicer. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer Transfer, Private Securitization Transaction or Pass-Through Transfer 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. (f) 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 substantially similar to those contained in this Agreement or otherwise subject to approval by the Servicer in its reasonable discretion.. NY1 8630204v.6

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 a sale (each, a “Reconstitution”) of some or all of the Mortgage Loans then subject to this Servicing Agreement, without recourse, to: (i) Xxxxxx Xxx or Xxxxxxx Mac in one or more transfer or sale of some or all of the Mortgage Loans to Xxxxxx Mae or Xxxxxxx MacWhole Loan Transfers; (ii) one or more third other third-party purchasers in one or more Whole Loan Transfers; or; (iii) one or more trusts or other entities to be formed as part of one or more Private Securitization Transactions; or (iv) 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 Transfer Transfer, Private Securitization Transaction or Public Securitization Transaction, as the case may be, entered into by the Owner, the Servicer shall: (i) negotiate upon request of the Owner, service the Mortgage Loans included in good faith and execute any Reconstitution Agreement reasonably required to effectuate the Whole Loan Transfer or Securitization Transaction, provided such Reconstitution Agreement creates no greater obligation or cost on the part of Servicer or limits Servicer’s rights and remedies than otherwise set forth in this Agreement, and provided further that Servicer shall be entitled pursuant to a security servicing fee under such Reconstitution Agreement at a rate per annum no less than the Servicing Fee Rateagreement or other agreement; (ii) if the Servicer shall execute an assignment, assumption and recognition agreement will continue servicing the Mortgage Loans included in the form of Exhibit 6; (iii) Reconstitution, provide as applicable: (A) information pertaining to the Servicer of the type and scope customarily included in offering documents for residential mortgage-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 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 which the Servicer is capable of providing without unreasonable effort or expense (collectively “Servicer Information”), and to indemnify the Owner and its affiliates for material misstatements or omissions contained in the Servicer Information; provided, however, Owner shall indemnify and hold harmless Servicer and its affiliates for material misstatements or omissions contained in 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 pay all third party costs associated with the preparation of the information described in clause (iii)(Aii)(A) above and the delivery of any opinions (other than opinions by in-house counsel), letters or certificates described in this clause (iii)(Bii)(B). Servicer shall not be required to execute any Reconstitution Agreement unless a draft of the agreement is provided to Servicer at least ten (10) days before the Reconstitution Date, or such other period as may be mutually agreed upon by the parties, for Servicer and its counsel to review and comment on such Reconstitution Agreement;. (iviii) if the Servicer will continue servicing the Mortgage Loans included in the event that the Owner appoints a credit risk manager in connection with a Securitization TransactionReconstitution, to negotiate and execute a credit risk management agreement and provide reports and information mutually agreed to by Servicer and the credit risk manager; provided such credit risk management agreement creates no greater obligation or cost on the part of Servicer or limits Servicer’s rights and remedies than otherwise set forth in this Agreement; (v) 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 (viiv) 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 party to any agreement to be executed in connection with any such Whole Loan Transfer, Private Securitization Transaction or Public Securitization Transaction, the Servicer will be obligated to fund all Draws and will be reimbursed for such Draws on a monthly basis from (i) principal prepayments, (ii) distributions on a variable-funding note issued by such Securitization Transaction and/or (iii) any other methodology as mutually agreed between the Owner and Servicer as set forth in the Securitization Transaction documents. Under no circumstances shall the Owner be required to fund any such Draws. (c) With respect to each Whole Loan Transfer and each Securitization Transaction entered into by the Owner, the Servicer agrees (1) to cooperate with the Owner and any prospective purchaser with respect to all reasonable requests and due diligence procedures procedures, including participating in meetings with rating agenciesRating 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 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 the case may be; (3) (a) to restate the representations and warranties set forth in this Servicing Agreement as of the Reconstitution Date which shall not be materially more onerous than those required under this Servicing Agreement or (b) make the representations and warranties with respect to the servicing of the Mortgage Loans set forth in the related selling/servicing guide of the master servicer or issuer, as the case may be, or such representations and warranties with respect to the servicing of the Mortgage Loans as may be required by 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 onerous than those required under this Servicing Agreement. The Servicer shall use its reasonable best efforts to provide to such master servicer or issuer, as the case may 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 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 this Section 13.12(b), to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Owner or any such participant; provided that the Servicer is given an opportunity to review and reasonably negotiate in good faith provisions of such indemnity. (i) [Reserved]. (d) The Servicer shall execute one or more subservicing agreements between the Servicer and the Owner and/or any master servicer which is generally considered to be a prudent master servicer in the 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 subject of this Agreement in connection with a Reconstitution; and (ec) Any execution of a subservicing security servicing agreement or Reconstitution Agreement reconstitution agreement by the Servicer shall be conditioned on the Servicer receiving the Servicing Fee or such other servicing fee acceptable to Servicer. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer Transfer, Private Securitization Transaction or Pass-Through Transfer 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 Agreement shall remain in full force and effect. (f) All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject to this Agreement and with respect thereto this Servicing 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 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 shall be included upon approved substantially similar to those contained in this Servicing Agreement or otherwise subject to approval by the Servicer in its reasonable discretion.