Reconstitution. Each Seller and the Servicer agree that this Agreement is a "Reconstitution Agreement", and that the date hereof is the "Reconstitution Date", each as defined in the SWSA. Executed as of the day and year first above written. XXXXXX BROTHERS BANK, FSB, as Seller By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President XXXXXX CAPITAL, A DIVISION OF XXXXXX BROTHERS HOLDINGS INC., as Seller By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Authorized Signatory XXXXX FARGO HOME MORTGAGE, INC., as Servicer By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President AURORA LOAN SERVICES, INC., as Master Servicer By: /s/ E. Xxxx Xxxxxxxxxx Name: E. Xxxx Xxxxxxxxxx Title: Exec. Vice President Acknowledged By: BANK ONE, NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President – Corporate Trust Dept.
1. Unless otherwise specified herein, any provisions of the SWSA, including definitions, relating to (i) representations and warranties relating to the Mortgage Loans and not relating to the servicing of the Mortgage Loans, (ii) Mortgage Loan repurchase obligations, (iii) Whole Loan and Pass-Through Transfers and Reconstitution, and (iv) Assignments of Mortgage, shall be disregarded. The exhibits to the SWSA and all references to such exhibits shall also be disregarded.
2. The definition of "Business Day" in Article I is hereby amended by replacing the words "the State of Maryland or" with the words "the State of Maryland, the State of Minnesota, the State of Colorado or the State of Illinois".
3. The definition of "Custodial Agreement" in Article I is hereby amended in its entirety to read as follows:
Reconstitution. This Seller and the Servicer agree that this Agreement is a "Reconstitution Agreement" and that the date hereof is the "Reconstitution Date," each as defined in the SWSA. Executed as of the day and year first above written. LEHMAN BROTHERS HOLDINGS INC. as Xxxxxx By: ____________________________________ Name: Ellen Kiernan Title: Authorized Xxxxxxxxx NATIONAL CITY MORTGAGE CO., as Servicer By: ____________________________________ Name: Title: Acknowledged: AURORA LOAN SERVICES LLC, as Master Servicer By: _______________________________________ Name: E. Todd Whittemore Title: Executive Vice President U.S. BANK NATIONAL AXXXXXXXXXX, xx Trustee By: _______________________________________ Name: Diana J. Kenneally Title: Assistant Vice President EXHIBIT A Modifications to the SWSA
1. Unless otherwise specified herein, for purposes of this Servicing Agreement, including definitions, relating to (i) representations and warranties of the Purchaser, (ii) the sale and purchase of the Mortgage Loans, (iii) Whole Loan and Pass-Through Transfers and Reconstitution, and (iv) Assignments of Mortgage Loans, shall be disregarded. The exhibits to the SWSA and all references to such exhibits shall also be disregarded.
2. The definition of "Custodial Agreement" in Article I is hereby amended in its entirety to read as follows:
Reconstitution. Any Securitization Transaction or Whole Loan Transfer.
Reconstitution. The Owner and the Servicer agree that with respect to some or all of the Mortgage Loans, from time to time the Owner shall effect an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer, in each case retaining the Servicer as the servicer thereof, or as applicable, the "seller/servicer". Any Mortgage Loans that have been transferred by the initial Owner pursuant to an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer may be referred to as "Reconstituted Mortgage Loans", The Servicer shall cooperate fully with the Owner in connection with any Reconstitution contemplated by the Owner pursuant to this Section 7.01, including without limitation providing requested information and reports to, and otherwise cooperating with, rating agencies, trustees, securities administrators, guarantors, Xxxxxx Mae, Xxxxxxx Mac, third party purchasers or credit risk managers, as applicable. In that connection, the Servicer shall provide to Xxxxxx Mae, Xxxxxxx Mac, the trustee, master servicer or a third party purchaser, as the case may be, and/or the Owner: (i) any and all information and appropriate verification of information which may be reasonably available to the Servicer, including the Servicer's foreclosure and delinquency experience, whether through letters of its auditors and counsel or otherwise, as the Owner shall request; and (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 believed necessary by any Reconstitution Party, rating agency or the Owner, as the case may be, in connection with such Reconstitution transactions. In addition, the Servicer shall indemnify the Owner and any Reconstitution Party for any material misstatements contained in the information provided pursuant to the preceding sentence that the Owner may disclose in any securitization offering materials. The Owner or the Master Servicer shall provide the Servicer with notice with respect to any such Reconstitution in the form of Exhibit F hereto (each, a "Transfer Notice"), including a schedule of Mortgage Loans which have been transferred and the effective date of the Reconstitution (the "Effective Date"), the Cut-Off Date, the Master Servicer, the new Owner, and whether or not the Mortgage Loans are owned by a REMIC. Upon receipt of a Transfer Notcie, the Servicer shall promptly countersign and return the Transfer Notice to the Mast...
Reconstitution. Nothing contained in this Agreement shall impair, restrict or limit the rights and powers of the Partners under the laws of the State of Delaware and any other jurisdiction in which the Partnership is doing business to reform and reconstitute themselves as a limited partnership following dissolution of the Partnership either under provisions identical to those set forth herein or any others which they may deem appropriate.
Reconstitution. The Seller and the Servicer agree that this Agreement is a reconstitution agreement executed in connection with a “Securitization Transaction,” and that the date hereof is the “Reconstitution Date,” each as defined in the SWSA. Executed as of the day and year first above written. XXXXXX BROTHERS HOLDINGS INC., as Seller By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Authorized Signatory XXXXX FARGO BANK, N.A., as Servicer By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President Acknowledged: AURORA LOAN SERVICES LLC, as Master Servicer By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President U.S. BANK NATIONAL ASSOCIATION, as Trustee and not individually By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President
1. Unless otherwise specified herein, any provisions of the SWSA, including definitions, relating to (i) representations and warranties relating to the Mortgage Loans and not relating to the servicing of the Mortgage Loans, (ii) Mortgage Loan repurchase obligations, (iii) Whole Loan Transfers, Securitization Transactions and Reconstitution, and (iv) Assignments of Mortgage, shall be disregarded for purposes relating to this Agreement. The exhibits to the SWSA and all references to such exhibits shall also be disregarded.
2. The definition of “Accepted Servicing Practices” in Article I is hereby amended in its entirety to read as follows:
Reconstitution. The Seller and the Servicer agree that this Agreement is a "Reconstitution Agreement" and that the date hereof is the "Reconstitution Date," each as defined in the Servicing Agreement.
Reconstitution. Upon dissolution of the Partnership in accordance with Sections 14.1(b) or 14.1(c), and a failure of all Partners to agree to continue the business of the Partnership and to the appointment of a successor General Partner as provided in the proviso to Section 14.1, then within 180 days after the event described in Sections 14.1(b) or 14.1(c), a Majority Interest may elect to reconstitute the Partnership and continue its business by forming a new partnership on terms identical to those set forth in this Agreement and having as a general partner a Person approved by a Majority Interest. Upon any such election by a Majority Interest, all Partners shall be bound thereby and shall be deemed to have consented thereto. Unless such an election is made within such 180-day period, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is made within such 180-day period, then (a) the reconstituted partnership shall continue until the end of the term set forth in Section 2.5 unless earlier dissolved in accordance with this Article XIV and (b) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into a new partnership agreement and certificate of limited partnership, and the successor general partner may for this purpose exercise the powers of attorney granted the General Partner pursuant to this Agreement; provided that the right of a Majority Interest to reconstitute and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (i) the exercise of the right would not result in the loss of limited liability of any Limited Partner and (ii) neither the Partnership nor the reconstituted partnership would be treated as an association taxable as a corporation for federal income tax purposes.
Reconstitution. Xxxxxx and GCFP agree that this Agreement is a Reconstitution Agreement executed in connection with a Securitization Transaction and that the date hereof is the Reconstitution Date.
Reconstitution. Notwithstanding the provisions of Section 11.1 and 11.2, the remaining Member may, within ninety (90) days of any event described in this Article 11, elect to (a) continue the Company or (b) transfer the assets of the Company to a newly organized entity and accept ownership interests in such entity in exact proportion to its interests in the Company at the time of dissolution. An appropriate amendment to or cancellation of the Certificate of Formation and all other filings required by law shall be made in accordance with any action taken pursuant to this Section 11.3.
