Reconstitution of Mortgage Loans. The Seller and the Purchaser agree that with respect to some or all of the Mortgage Loans, after the related Closing Date, on one or more dates (each, a “Reconstitution Date”) at the Purchaser’s sole option, the Purchaser 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 Mae under its Cash Purchase Program or MBS Program (Special Servicing Option) (each, a “Xxxxxx Xxx Transfer”); or
(ii) Xxxxxxx Mac (the “Xxxxxxx Mac Transfer”); or
(iii) one or more third party purchasers in one or more Whole Loan Transfers; or
(iv) one or more trusts or other entities to be formed as part of one or more Securitization Transfers. The Purchaser shall use its best efforts to provide notice to the Seller of each such Reconstitution no later than fifteen (15) calendar days prior to the related Reconstitution Date, but, in any event, shall provide such notice to the Seller no later than ten (10) calendar days prior to the related Reconstitution Date. The Seller agrees to execute in connection with any Agency Transfer, any and all reasonably acceptable pool purchase contracts, and/or agreements among the Purchaser, the Seller, Xxxxxx Mae or Xxxxxxx Mac (as the case may be) and any servicer in connection with a Whole Loan Transfer, a seller’s warranties and servicing agreement or a participation and servicing agreement in form and substance reasonably acceptable to the parties, and in connection with a Securitization Transfer, a pooling and servicing agreement in form and substance reasonably acceptable to the parties or an Assignment and Recognition Agreement substantially in the form attached hereto as Exhibit D (collectively, the agreements referred to herein are designated, the “Reconstitution Agreements”), together with an opinion of counsel with respect to such Reconstitution Agreements. With respect to each Whole Loan Transfer and each Securitization Transfer entered into by the Purchaser, the Seller agrees (1) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Purchaser; and (3) to restate the representations and warranties set forth in Section 3.01 of this Agreement as of the related Reconstitution Date, to restate the representations and warranties set forth in Section 3.02 of this Agreement as of the related...
Reconstitution of Mortgage Loans. (a) The Seller acknowledges and the Purchaser agrees that with respect to some or all of the Mortgage Loans, the Purchaser may effect either:
(i) one or more sales of the Mortgage Loans as whole loan transfers (each, a "Whole Loan Transfer"); and/or
(ii) one or more sales of the Mortgage Loans as pass-through transfers (each, a "Pass-Through Transfer"); and/or
(iii) one or more sales of the Mortgage Loans as agency transfers (each, an "Agency Transfer").
(b) With respect to each Whole Loan Transfer, Agency Transfer or Pass-Through Transfer, as the case may be, the Seller agrees:
(i) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and reasonable due diligence procedures including participating in meetings with rating agencies, bond insurers and such other parties as the Purchaser shall designate and participating in meetings with prospective purchasers of the Mortgage Loans or interests therein and providing information reasonably requested by such purchasers;
(ii) to execute all agreements required to be executed by the Seller in connection with such Whole Loan Transfer, Agency Transfer or Pass-Through Transfer provided that such agreements will not contain any greater obligations on the part of Seller as are contained in this Agreement and Seller is given an opportunity to review and reasonably negotiate in good faith the content of such documents; provided, however, that in no event will Seller be required to restate any representations or warranties contained in Section 3.02 hereof and that, if requested, Seller will restate only Sections 3.01 (a), (b), (c), (e), (f), (g), (h), and (k) as of the date of such Whole Loan Transfer, Agency Transfer, or Pass-Through Transfer.
(iii) to deliver to the Purchaser and to any Person designated by the Purchaser for inclusion in any prospectus or other offering material such publicly available information regarding the Seller, its financial condition and its mortgage loan delinquency, foreclosure experience and any additional information reasonably requested by the Purchaser, and to indemnify the Purchaser and its affiliates for material misstatements contained in such information, and to deliver such statements and audit letters of reputable, certified public accountants pertaining to information provided by the Seller as shall be reasonably requested by the Purchaser;
(iv) to deliver to the Purchaser, and to any Person designated by the Purchaser, such in...
Reconstitution of Mortgage Loans. 69 Section 11.01 Reconstitution of Mortgage Loans...........................................................69
Reconstitution of Mortgage Loans. 58 ARTICLE XII
Reconstitution of Mortgage Loans. The Seller acknowledges and the Purchaser agrees that with respect to some or all of the Mortgage Loans, the Purchaser may effect, upon thirty (30) calendar days prior written notice to the Seller, either:
Reconstitution of Mortgage Loans. Section 10.01
Reconstitution of Mortgage Loans. (a) Countrywide acknowledges and the Purchaser agrees that with respect to some or all of the Mortgage Loans, the Purchaser may effect either:
(i) one or more sales of the Mortgage Loans as whole loan transfers (each, a “Whole Loan Transfer”); and/or
(ii) one or more sales of the Mortgage Loans as public or private pass-through transfers (each, a “Pass-Through Transfer”),
Reconstitution of Mortgage Loans. The Seller and the Purchaser agree that with respect to some or all of the Mortgage Loans, after the related Closing Date, on one or more dates (each, a "Reconstitution Date") at the Purchaser's sole option, the Purchaser may effect a sale (each, a "Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:
(i) Fannie Mae under its Cash Purchase Program or MBS Program (Speciax Xxxxicing Option) (each, a "Fannie Mae Transfer"); or
(ii) Freddie Mac (the "Freddie Mxx Xxxnxxxr"); or
(iii) one or xxxx xxird party pxxxxxxxrs in one or more Whole Loan Transfers; or
(iv) one or more trusts or other entities to be formed as part of one or more Securitization Transfers.
Reconstitution of Mortgage Loans. The Seller and the Servicer acknowledge and the Purchaser agrees that with respect to some or all of the Mortgage Loans, the Purchaser may effect either:
Reconstitution of Mortgage Loans. The Sellers and the Purchaser agree that with respect to some or all of the Mortgage Loans, after the related Closing Date, on one or more dates (each, a "Reconstitution Date") at the Purchaser's sole option, the Purchaser may effect a sale (each, a "Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:
(i) Fannie Mae under its Cash Purchase Program or MBS Xxxxrxx (Special Servicing Option) (each, a "Fannie Mae Transfer"); or
(ii) Xxxddie Mac (the "Freddie Mac Transfer"); or
(iii) onx xx xxre third paxxx xxxchasers in one or more Whole Loan Transfers; or
(iv) one or more trusts or other entities to be formed as part of one or more Securitization Transactions. The Sellers agree to execute in connection with a Whole Loan Transfer or a Securitization Transaction, an Assignment and Recognition Agreement substantially in the form attached hereto as Exhibit I; provided, the Sellers will receive reasonable advance notice of such Reconstitutions and will be given a reasonable amount of time to review and execute the Assignment and Recognition Agreement.
