Common use of Reconstitution of Mortgage Loans Clause in Contracts

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 Closing Date and to represent and warrant that the Seller has serviced the Mortgage Loans in accordance with this Agreement, in each case, as of the settlement or closing date in connection with such Reconstitution. The Seller shall provide to such servicer or issuer, as the case may be, and any other participants or purchasers in such Reconstitution: (i) any and all information and appropriate verification of information which may be reasonably available to the Seller or its Affiliates, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection with fulfilling its obligations hereunder with respect to servicing and administering the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain 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.

Reconstitution of Mortgage Loans. (a) The Seller acknowledges and the Purchaser agree agrees that with respect to some or all of the Mortgage Loans, after the related Closing Date, on Purchaser may effect either: (i) one or more dates sales of the Mortgage Loans as whole loan transfers (each, a “Reconstitution DateWhole Loan Transfer”); and/or (ii) at one or more sales of the Purchaser’s sole option, the Purchaser may effect a sale Mortgage Loans as pass-through transfers (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 Pass-Through Transfer”); or (ii) Xxxxxxx Mac (the “Xxxxxxx Mac Transfer”); orand/or (iii) one or more third party purchasers in one or more Whole Loan Transfers; orsales of the Mortgage Loans as agency transfers (each, an “Agency Transfer”). (ivb) 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, Agency Transfer and each Securitization Transfer entered into by or Pass-Through Transfer, as the Purchasercase may be, the Seller agrees agrees: (1i) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and reasonable due diligence procedures; (2) to executeprocedures including participating in meetings with rating agencies, deliver bond insurers and perform all Reconstitution Agreements required by such other parties as the Purchaser; Purchaser shall designate and (3) to restate the representations and warranties set forth participating in Section 3.01 meetings with prospective purchasers 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 Closing Date and to represent and warrant that the Seller has serviced the Mortgage Loans in accordance with this Agreement, in each case, as of the settlement or closing date in connection with interests therein and providing information reasonably requested by such Reconstitution. The Seller shall provide to such servicer or issuer, as the case may be, and any other participants or purchasers in such Reconstitution: (i) any and all information and appropriate verification of information which may be reasonably available to the Seller or its Affiliates, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall reasonably request; purchasers; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy execute all conditions set forth in any indemnity agreement agreements required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred executed by the Seller in connection with fulfilling its such Whole Loan Transfer, Agency Transfer or Pass-Through Transfer provided that such agreements will not contain any greater obligations hereunder with respect to servicing and administering on the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject to 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; (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 continue be reasonably requested by the Purchaser; (iv) to deliver to the Purchaser, and to any Person designated by the Purchaser, such in-house opinions of counsel in a form reasonably acceptable to the Purchaser as are customarily delivered by servicers and reasonably determined by the Purchaser to be serviced necessary in accordance connection with Whole Loan Transfers, Agency Transfers or Pass-Through Transfers; and (v) the terms third party costs incurred by Seller in connection with compliance with this Section 11.01, including but not limited to the costs of this Agreementopinions of outside special counsel that may be required for a Whole Loan Transfer, and with respect thereto this Agreement Agency Transfer or Pass-Through Transfer, shall remain in full force and effectbe the responsibility of the Purchaser.

Reconstitution of Mortgage Loans. (a) The Seller Servicer acknowledges and the Purchaser agree Owner agrees that with respect to some or all of the Mortgage Loans, after the related Closing Date, on Owner may affect either: (i) one or more dates sales of the Mortgage Loans as whole loan transfers (each, a “Reconstitution DateWhole Loan Transfer”); and/or (ii) at one or more sales of the Purchaser’s sole option, the Purchaser may effect a sale Mortgage Loans as pass-through transfers (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 Pass-Through Transfer”); or (ii) Xxxxxxx Mac (the “Xxxxxxx Mac Transfer”); orand/or (iii) one or more third party purchasers in one or more Whole Loan Transfers; orsales of the Mortgage Loans as agency transfers (each, an “Agency Transfer”). (ivb) 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, Agency Transfer and each Securitization Transfer entered into by or Pass-Through Transfer, as the Purchasercase may be, the Seller agrees Servicer agrees: (1i) to cooperate fully with the Purchaser Owner and any prospective purchaser Owner with respect to all reasonable requests and reasonable due diligence procedures; (2) to executeprocedures including participating in meetings with rating agencies, deliver bond insurers and perform all Reconstitution Agreements required by such other parties as the Purchaser; Owner shall designate and (3) to restate the representations and warranties set forth participating in Section 3.01 meetings with prospective Owners 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 Closing Date and to represent and warrant that the Seller has serviced the Mortgage Loans or interests therein and providing information reasonably requested by such Owners; (ii) to execute all agreements required to be executed by the Servicer in accordance 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 Servicer as are contained in this Agreement and Servicer is given an opportunity to review and reasonably negotiate in good faith the content of such documents; (iii) to deliver to the Owner and to any Person designated by the Owner for inclusion in any prospectus or other offering material such publicly available information regarding the Servicer, its financial condition and its mortgage loan delinquency, foreclosure experience and any additional information reasonably requested by the Owner, and to indemnify the Owner 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 Servicer as shall be reasonably requested by the Owner; (iv) to deliver to the Owner, and to any Person designated by the Owner, such in-house opinions of counsel in a form reasonably acceptable to the Owner as are customarily delivered by servicers and reasonably determined by the Owner to be necessary in connection with Whole Loan Transfers, Agency Transfers or Pass-Through Transfers; and (v) the third party costs incurred by Servicer in connection with compliance with this Section 11.01, including but not limited to the costs of opinions of outside special counsel that may be required for a Whole Loan Transfer, Agency Transfer or Pass-Through Transfer, shall be the responsibility of the Owner. (c) Notwithstanding any provision of this Agreement, in each case, as of the settlement or closing date in connection with the effectiveness of final rules promulgated by the Securities and Exchange Commission related to asset-backed securities (Release Nos. 33-8518; 34-5095) (as such Reconstitution. The Seller shall provide to such servicer or issuer, as the case may be, and any other participants or purchasers in such Reconstitution: (i) any and all information and appropriate verification of information which rules may be reasonably available amended or modified from time to time, the Seller or its Affiliates“ABS Rules”), whether through letters of its auditors and counsel or otherwise, as the Purchaser or any Servicer shall cooperate with the Owner in providing such other participant shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, statements and certificates of public officials or officers of reports as mutually agreed to by the Seller Servicer and the Owner and as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed conformance with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection with fulfilling its obligations hereunder with respect to servicing and administering the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain 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 effectABS Rules.

Reconstitution of Mortgage Loans. (a) The Seller acknowledges and the Purchaser agree agrees 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 any of the Mortgage Loans then subject to this Agreement, without recourse, tofollowing: (i) Xxxxxx Mae under its Cash Purchase Program one or MBS Program (Special Servicing Option) more sales of the Mortgage Loans as whole loan transfers (each, a “Xxxxxx Xxx "Whole Loan Transfer”"); orand/or (ii) Xxxxxxx Mac (the “Xxxxxxx Mac Transfer”)one or more Transfers; orand/or (iii) one or more third party purchasers in one or more Whole Loan Transfers; orsales of the Mortgage Loans as agency transfers (each, an "Agency Transfer"). (ivb) 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, Agency Transfer and each Securitization Transfer entered into by or Pass-Through Transfer, as the Purchasercase may be, the Seller agrees agrees: (1i) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and reasonable due diligence procedures; 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; (2ii) to executeexecute 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; (iii) to deliver to the Purchaser and perform all Reconstitution Agreements required to any Person designated by the Purchaser for inclusion in any prospectus or other offering material such publicly available information regarding the Seller, its underwriting standards, 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; (3iv) to restate deliver to the Purchaser, and to any Person designated by the Purchaser, such in-house opinions of counsel in a form reasonably acceptable to the Purchaser as are customarily delivered by servicers and reasonably determined by the Purchaser to be necessary in connection with Whole Loan Transfers, Agency Transfers or Pass-Through Transfers; (v) to make all representations and warranties set forth in Section 3.01 of this Agreement with respect to the Mortgage Loans as of the related Reconstitution DateClosing Date and with respect to the Seller itself as of the closing date of each Whole Loan Transfer, Agency Transfer or Pass-Through Transfer; (vi) to restate the make representations and warranties set forth in Section 3.02 of this Agreement as of the related Closing Date and to represent and warrant (1) that the Seller has serviced the Mortgage Loans in accordance with the terms of this Agreement, in each case, as provided accurate statements to the Purchaser pursuant to Section 5.02 of the settlement or closing date in connection with such Reconstitution. The Seller shall provide to such servicer or issuer, as the case may bethis Agreement, and any other participants or purchasers in such Reconstitution: otherwise complied with all covenants and obligations hereunder and (i2) any and all information and appropriate verification of information which may be reasonably available to that the Seller has taken no action nor omitted to take any required action the omission of which would have the effect of impairing any mortgage insurance or its Affiliates, whether through letters of its auditors and counsel or otherwise, as guarantee on the Purchaser or any such other participant shall reasonably requestMortgage Loans; and (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (ivii) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other third party costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection with fulfilling its obligations hereunder compliance with respect this Section 11.01, including but not limited to servicing and administering the related Mortgage Loanscosts of opinions of outside special counsel that may be required for a Whole Loan Transfer, Agency Transfer or Pass-Through Transfer, shall be the responsibility of the Purchaser. All Mortgage Loans not sold or transferred pursuant to a Reconstitution Whole Loan Transfers, Agency Transfers or Pass-Through Transfers shall remain subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement, Agreement and with respect thereto this Agreement shall remain in full force and effect.

Reconstitution of Mortgage Loans. (a) The Seller and the Servicer acknowledge and the Purchaser agree agrees 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, toeither: (i) Xxxxxx Mae under its Cash Purchase Program one or MBS Program (Special Servicing Option) more sales of the Mortgage Loans as whole loan transfers (each, a “Xxxxxx Xxx "Whole Loan Transfer”"); orand/or (ii) Xxxxxxx Mac (the “Xxxxxxx Mac Transfer”); or (iii) one or more third party purchasers sales of the Mortgage Loans as public or private pass-through transfers (each, a "Pass-Through Transfer"), in one either case, retaining the Servicer as the Servicer thereof or more Whole Loan Transferssubservicer if a master servicer is employed, or as applicable the "seller/servicer"; or (iv) one or more trusts or other entities to be formed as part of one or more Securitization Transfers. The provided, however, that the Purchaser shall use its reasonable best efforts to provide give the Servicer 15 Business Days prior written notice to the Seller of each such Reconstitution no later than fifteen (15) calendar days prior transfer and, in the event Purchaser shall for any reason be unable to provide such 15 Business Days notice, shall reasonably cooperate with Servicer in its efforts to minimize any material negative effects of such failure. From and after the related Reconstitution Date, butthe Mortgage Loans transferred shall remain covered by this Agreement, 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 (insofar as the case may beServicer shall continue to service such Mortgage Loans on behalf of the Purchaser in accordance with the terms and provisions of this Agreement. (b) 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 or Pass-Through Transfer, as the Purchasercase may, the Seller agrees and the Servicer agree: (1i) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence procedures; 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 as reasonably requested by such purchasers; (2ii) to execute, deliver and perform execute all Reconstitution Agreements agreements reasonably required to be executed by the Purchaser; Servicer in connection with such Whole Loan Transfer or Pass-Through Transfer provided that any such agreements be consistent with the terms hereof and impose no greater duties, liabilities or obligations upon the Servicer than those set forth herein and provided that the Servicer is given an opportunity to review and reasonably negotiate in good faith the content of such documents not specifically referenced or provided for herein; (3iii) to restate the representations and warranties set forth in Section 3.01 of this Agreement as of the related Reconstitution Date, to restate make all the representations and warranties set forth in Section 3.02 of this Agreement as of and solely with respect to the related Closing Date and to represent and warrant that the Seller has serviced the Mortgage Loans in accordance with this AgreementSeller, in each caseSection 3.03, as of the settlement date of the Whole Loan Transfer or closing Pass-Through Transfer, as specified in a letter from the Purchaser to the Seller and the Servicer (substantially in the form of Exhibit H hereto) indicating the date of the Whole Loan Transfer or Pass-Through Transfer and the applicable Mortgage Loans. No other document need be prepared indicating that the Seller and the Servicer are making such representations and warranties as to the applicable Mortgage Loans as of such date; (iv) to negotiate and execute one or more master servicing agreements between the Servicer and any third party servicer which is servicing loans on behalf of the Purchaser providing for the Servicer to master service such Mortgage Loans on behalf of the Purchaser; (v) to negotiate and execute one or more subservicing agreements between the Servicer and any master servicer which is generally considered to be a prudent master servicer in the secondary mortgage market designated by the Purchaser in its sole discretion after consultation with the Servicer and/or one or more custodial and servicing agreements among the Purchaser or an affiliate of the Purchaser, 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 Purchaser 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; (vi) with respect to the Servicer, in connection with any securitization of any Mortgage Loans, to execute a pooling and servicing agreement, which pooling and servicing agreement may, at the Purchaser's direction, contain contractual provisions including, but not limited to, a 24-day certificate payment delay (54-day total payment delay), servicer advances of delinquent scheduled payments of principal and interest through liquidation (unless deemed non-recoverable) and payment of compensating interest with respect to prepayment interest shortfalls (to the extent of the monthly servicing fee payable thereto), servicing and mortgage loan covenants by the Seller and Servicer additional to those contained in this agreement which in form and substance conform to secondary market standards for securities backed by mortgage loans similar to the Mortgage Loans and such Reconstitution. The Seller shall provide provisions with regard to such servicer or issuerservicing responsibilities, as investor reporting, segregation and deposit of principal and interest payments, custody of the case may beMortgage Loans, and other covenants, representations, and warranties as are reasonably required by the trustee, any other participants credit enhancement provider or purchasers in such Reconstitution: one or more nationally recognized rating agencies for "AAA" rated mortgage pass-through transactions which are "mortgage related securities" for purposes of the Secondary Mortgage Market Enhancement Act of 1984, unless otherwise mutually agreed; (ivii) to provide any and all information and appropriate verification of information which may be reasonably available to the Seller or its AffiliatesServicer, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall reasonably request; ; (iiviii) such additional opinions of counsel, letters from auditors, and to provide certificates of public officials or officers of the Seller Servicer as are reasonably believed necessary by the trustee, any Rating Agency or the Purchaser, as the case may be, in connection with such Whole Loan Transfers or Pass-Through Transfers. The Purchaser or shall pay all third party costs (including all necessary fees and expenses of external counsel) associated with the preparation of such information. The Servicer shall execute any seller/servicer agreements required within a reasonable period of time after receipt of such other participant; seller/servicer agreements which time shall be sufficient for the Servicer and Servicer's counsel to review such seller/servicer agreements. Under this Agreement, the Servicer shall retain a servicing fee at a rate per annum equal to no less than 0.25% per Mortgage Loan; (iiiix) to execute, deliver to the Purchaser and satisfy all conditions set forth in to any indemnity agreement required Person designated by the Purchaser for inclusion in any prospectus or any other offering material such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, publicly available information regarding the Seller agrees to cooperate with all reasonable requests made and the Servicer, its financial condition and its mortgage loan delinquency, foreclosure and loss experience and any additional information reasonably requested by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller Servicer are capable of providing without unreasonable effort or expense, and to deliver to the Purchaser any similar non public, unaudited financial information (which the Purchaser may, at its option and at its cost, have audited by certified public accountants), and to indemnify the Purchaser and its directors, officers, employees and agentsaffiliates for material misstatements or omissions contained in such information, and hold each such statements and audit letters of them harmless from and against any lossesreputable, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related certified public accountants pertaining to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller and the Servicer pursuant to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller above as shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed be reasonably requested by the senior officer in charge of servicing at Purchaser; (x) the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller and Servicer for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, fees incurred by the Seller and Servicer in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection with fulfilling its obligations hereunder with respect to servicing and administering the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain 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.

Reconstitution of Mortgage Loans. (a) The Seller acknowledges and the Purchaser agree agrees that with respect to some or all of the Mortgage Loans, after the related Closing Date, on Purchaser intends to effect one or more dates (each, a “Reconstitution Date”) at sales of the Purchaser’s sole option, the Purchaser may effect a sale Mortgage Loans as public or private pass-through transfers (each, a “Reconstitution”). (b) of some or all of With respect to each Reconstitution, the Mortgage Loans then subject to this Agreement, without recourse, toSeller agrees: (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; 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 contained in the Mortgage Loan Schedule including any diskette or other related data tapes provided as reasonably requested by such purchasers; (2ii) to execute, deliver and perform execute all Reconstitution Agreements agreements required to be executed by the Purchaser; Seller in connection with such Reconsititution, provided that any such agreements be consistent with the terms hereof and impose no greater duties, liabilities or obligations upon the Seller than those set forth herein, and provided, further, that the Seller is given an opportunity to review and reasonably negotiate in good faith the content of such documents not specifically referenced or provided for herein; (3iii) to restate make all 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 Closing Date and to represent and warrant that the Seller has serviced the Mortgage Loans in accordance with this Agreement, in each case3.02, as of the settlement date of the Reconstitution, as specified in a letter from the Purchaser to the Seller (substantially in the form of Exhibit I hereto) indicating the date of the Reconstitution and the applicable Mortgage Loans. No other document need be prepared indicating that the Seller is making such representations and warranties as to the applicable Mortgage Loans as of such date; (iv) to deliver to the Purchaser and to any Person designated by the Purchaser (a) for inclusion in any prospectus or closing date other offering material such publicly available information regarding the Seller, its financial condition and its mortgage loan delinquency, foreclosure and loss experience and any additional information requested by the Purchaser, (b) any similar non public, unaudited financial information (which the Purchaser may, at its option and at its cost, have audited by certified public accountants) and such other information as is reasonably requested by the Purchaser and which the Seller is capable of providing without unreasonable effort or expense, and to indemnify the Purchaser and its affiliates for material misstatements or omissions contained in such information, and (c) such statements and audit letters of reputable, certified public accountants pertaining to information provided by the Seller pursuant to clause (a) above as shall be reasonably requested by the Purchaser; and (v) to deliver to the Purchaser, and to any Person designated by the Purchaser, opinions of counsel in a form reasonably acceptable to the Purchaser as are customarily delivered by sellers and reasonably determined by the Purchaser to be necessary in connection with such Reconstitutions, it being understood that the cost of any opinions of counsel (other than in-house counsel) that may be required for a Reconstitution. The Seller shall provide to such servicer or issuer, as the case may be, and any other participants or purchasers in such Reconstitution: (i) any and all information and appropriate verification of information which may shall be reasonably available to the Seller or its Affiliates, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers responsibility of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection with fulfilling its obligations hereunder with respect to servicing and administering the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain 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.

Reconstitution of Mortgage Loans. The Seller and the Purchaser agree that with respect to some or all of the Mortgage Loans, after during the related Closing DateInterim Servicing Period, 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: (ia) Xxxxxx Mae Xxx under its Cash Purchase Program or MBS Program (Special Servicing Option) (each, a “Xxxxxx Xxx Mae Transfer”); or (iib) Xxxxxxx Mac (the “Xxxxxxx Mac Transfer”); or (iiic) one or more third party purchasers in one or more Whole Loan Transfers; or (ivd) 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 Xxx 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 Assignment, Assumption 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 Closing Date and to represent and warrant warrant, as of the related Reconstitution Date, that during the related Interim Servicing Period the Seller has serviced the Mortgage Loans in accordance with this Agreement, in each case, as of the settlement or closing date in connection with such Reconstitution. The Seller shall provide to such servicer or issuer, as the case may be, and any other participants or purchasers in such Reconstitution: (i) any and all information and appropriate verification of information which may be reasonably available to the Seller or its Affiliates, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. F. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I F attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection with fulfilling its obligations hereunder with respect to servicing and administering the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain 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.

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 '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 Fannie Mae under its Cash Purchase Program or MBS Program (Special Servicing Spexxxx Xervicing Option) (each, a “Xxxxxx Xxx "Fannie Mae Transfer”"); or (ii) Xxxxxxx Freddie Mac (the “Xxxxxxx Mac "Xxxxxxe Xxc 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 Fannie Mae or Xxxxxxx Freddie Mac (as the case may be) and any servicer in connection with servicex xx xonnectiox xxxx a Whole Loan Transfer, a seller’s '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 Closing Date and to represent and warrant that the Seller has serviced the Mortgage Loans in accordance with this Agreement, in each case, as of the settlement or closing date in connection with such Reconstitution. The Seller shall provide to such servicer or issuer, as the case may be, and any other participants or purchasers in such Reconstitution: (i) any and all information and appropriate verification of information which may be reasonably available to the Seller or its Affiliates, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each ach of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection with fulfilling its obligations hereunder with respect to servicing and administering the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain 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.that

Reconstitution of Mortgage Loans. The Seller and the Purchaser agree that with respect to some or all of the Mortgage Loans, after during the related Closing DateInterim Servicing Period, on one or more dates (each, a “"Reconstitution Date”") at the Purchaser’s '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: (ia) Xxxxxx Fannie Mae under its Cash Purchase Program or MBS Program (Special Servicing Xxxxxxixx Option) (each, a “Xxxxxx Xxx "Fannie Mae Transfer”"); or (iib) Xxxxxxx Freddie Mac (the “Xxxxxxx Mac "Fredxxx Xxc Transfer”"); or (iiic) one or more xx xxxe third party purchasers parxx xxxxhasers in one or more Whole Loan Transfers; or (ivd) 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 Fannie Mae or Xxxxxxx Freddie Mac (as the case may be) and any servicer in connection with a Whole xxxxxxtxxx witx x Xxxle Loan Transfer, a seller’s '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 Assignment, Assumption 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 Closing Date and to represent and warrant that the Seller has serviced the Mortgage Loans in accordance with this Agreement, in each case, as of the settlement or closing date in connection with such Reconstitution. The Seller shall provide to such servicer or issuer, as the case may be, and any other participants or purchasers in such Reconstitution: (i) any and all information and appropriate verification of information which may be reasonably available to the Seller or its Affiliates, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection with fulfilling its obligations hereunder with respect to servicing and administering the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain 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.

Reconstitution of Mortgage Loans. (a) The Seller Company acknowledges and the Purchaser agree agrees that with respect to some or all of the Mortgage Loans, after the related Closing Date, on Purchaser may effect either: (i) one or more dates sales of the Mortgage Loans as whole loan transfers (each, a “Reconstitution DateWhole Loan Transfer”); and/or (ii) at one or more sales of the Purchaser’s sole option, the Purchaser may effect a sale Mortgage Loans as public or private pass-through transfers (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 Pass-Through Transfer”); or. (iib) 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 or Pass-Through Transfer, as the Purchasercase may, the Seller agrees Company agrees: (1i) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence procedures; 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 as reasonably requested by such purchasers; (2ii) to execute, deliver and perform execute all Reconstitution Agreements agreements reasonably required to be executed by the Purchaser; Company in connection with such Pass-Through Transfer or Whole Loan Transfer (including a mutually acceptable assignment assumption and recognition agreement) provided that any such agreements be consistent with the terms hereof and impose no greater duties, liabilities or obligations upon the Company than those set forth herein and provided that the Company is given an opportunity to review and reasonably negotiate in good faith the content of such documents not specifically referenced or provided for herein; (3iii) to restate make all 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 Closing Date and to represent and warrant that the Seller has serviced the Mortgage Loans in accordance with this Agreement, in each case3.02, as of the settlement date of the Whole Loan Transfer or closing Pass-Through Transfer, as specified in a letter from the Purchaser to the Company (substantially in the form of Exhibit F hereto) indicating the date of the Whole Loan Transfer or Pass-Through Transfer and the applicable Mortgage Loans. No other document need be prepared indicating that the Company is making such representations and warranties as to the applicable Mortgage Loans as of such date; (iv) to negotiate and execute one or more master servicing agreements between the Company and any third party servicer which is servicing loans on behalf of the Purchaser providing for the Company to master service such Mortgage Loans on behalf of the Purchaser; (v) to deliver to the Purchaser and to any Person designated by the Purchaser for inclusion in connection with any prospectus or other offering material such Reconstitution. The Seller publicly available information regarding the Company, its financial condition and its mortgage loan delinquency, foreclosure and loss experience and any additional information reasonably requested by the Purchaser, and which the Company is capable of providing without unreasonable effort or expense, and to deliver to the Purchaser any similar non public, unaudited financial information (which the Purchaser may, at its option and at its cost, have audited by certified public accountants), and to indemnify the Purchaser and its affiliates for material misstatements or omissions or alleged material misstatements or omissions contained in such information, and such statements and audit letters of reputable, certified public accountants pertaining to information provided by the Company pursuant to the above as shall provide be reasonably requested by the Purchaser; (vi) to deliver to the Purchaser and to any Person designated by the Purchaser, at the Purchaser’s expense, such servicer statements and audit letters of reputable, certified public accountants pertaining to information provided by the Company pursuant to clause (v) above as shall be reasonably requested by the Purchaser; and (vii) to deliver to the Purchaser, and to any Person designated by the Purchaser, such legal documents and in-house Opinions of Counsel as are customarily delivered by originators or issuerservicers, as the case may be, and any other participants or purchasers in such Reconstitution: (i) any and all information and appropriate verification of information which may be reasonably available to the Seller or its Affiliates, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made determined by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared be necessary in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentenceWhole Loan Transfers or Pass-Through Transfers, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitutioncase may be, the Purchaser shall execute an Indemnification and Contribution Agreement substantially such in-house Opinions of Counsel for a Pass-Through Transfer to be in the form reasonably acceptable to the Purchaser and Company, it being understood that the cost of Exhibit I attached heretoany opinions of outside special counsel that may be required for a Whole Loan Transfer or Pass-Through Transfer, which in any caseas the case may be, shall provide that be the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each responsibility of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer . (if anyc) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller Company for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, fees incurred by the Seller Company in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection with fulfilling its obligations hereunder with respect to servicing and administering the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain 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.

Reconstitution of Mortgage Loans. (a) The Seller acknowledges and the Purchaser agree agrees that with respect to some or all of the Mortgage Loans, after the related Closing Date, on Purchaser may effect any of the following: (i) one or more dates sales of the Mortgage Loans as whole loan transfers (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 Whole Loan Transfer”); orand/or (ii) Xxxxxxx Mac (the “Xxxxxxx Mac Transfer”)one or more Transfers; orand/or (iii) one or more third party purchasers in one or more Whole Loan Transfers; orsales of the Mortgage Loans as agency transfers (each, an “Agency Transfer”). (ivb) 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, Agency Transfer and each Securitization Transfer entered into by or Pass-Through Transfer, as the Purchasercase may be, the Seller agrees agrees: (1i) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and reasonable due diligence procedures; 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; (2ii) to executeexecute 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; (iii) to deliver to the Purchaser and perform all Reconstitution Agreements required to any Person designated by the Purchaser for inclusion in any prospectus or other offering material such publicly available information regarding the Seller, its underwriting standards, 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; (3iv) to restate deliver to the Purchaser, and to any Person designated by the Purchaser, such in-house opinions of counsel in a form reasonably acceptable to the Purchaser as are customarily delivered by servicers and reasonably determined by the Purchaser to be necessary in connection with Whole Loan Transfers, Agency Transfers or Pass-Through Transfers; (v) to make all representations and warranties set forth in Section 3.01 of this Agreement with respect to the Mortgage Loans as of the related Reconstitution DateClosing Date and with respect to the Seller itself as of the closing date of each Whole Loan Transfer, Agency Transfer or Pass-Through Transfer; (vi) to restate the make representations and warranties set forth in Section 3.02 of this Agreement as of the related Closing Date and to represent and warrant (1) that the Seller has serviced the Mortgage Loans in accordance with the terms of this Agreement, in each case, as provided accurate statements to the Purchaser pursuant to Section 5.02 of the settlement or closing date in connection with such Reconstitution. The Seller shall provide to such servicer or issuer, as the case may bethis Agreement, and any other participants or purchasers in such Reconstitution: otherwise complied with all covenants and obligations hereunder and (i2) any and all information and appropriate verification of information which may be reasonably available to that the Seller has taken no action nor omitted to take any required action the omission of which would have the effect of impairing any mortgage insurance or its Affiliates, whether through letters of its auditors and counsel or otherwise, as guarantee on the Purchaser or any such other participant shall reasonably requestMortgage Loans; and (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (ivii) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other third party costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection with fulfilling its obligations hereunder compliance with respect this Section 11.01, including but not limited to servicing and administering the related Mortgage Loanscosts of opinions of outside special counsel that may be required for a Whole Loan Transfer, Agency Transfer or Pass-Through Transfer, shall be the responsibility of the Purchaser. All Mortgage Loans not sold or transferred pursuant to a Reconstitution Whole Loan Transfers, Agency Transfers or Pass-Through Transfers shall remain subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement, Agreement and with respect thereto this Agreement shall remain in full force and effect.

Reconstitution of Mortgage Loans. The Seller and the Purchaser agree that with respect to some or all of the Mortgage Loans, after during the related Closing DateInterim Servicing Period, on one or more dates (each, a “"Reconstitution Date”") at the Purchaser’s '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: (ia) Xxxxxx Fannie Mae under its Cash Purchase Program or MBS Program (Special Servicing Spexxxx Xexxxcing Option) (each, a “Xxxxxx Xxx "Fannie Mae Transfer”"); or (iib) Xxxxxxx Freddie Mac (the “Xxxxxxx Mac "Frexxxx Xac Transfer”"); or (iiic) one or more onx xx xxre third party purchasers paxxx xxxchasers in one or more Whole Loan Transfers; or (ivd) 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 Fannie Mae or Xxxxxxx Freddie Mac (as the case may be) and any servicer in connection with servicex xx xoxxxctiox xxxx a Whole Loan Transfer, a seller’s '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 Assignment, Assumption 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 Closing Date and to represent and warrant that the Seller has serviced the Mortgage Loans in accordance with this Agreement, in each case, as of the settlement or closing date in connection with such Reconstitution. The Seller shall provide to such servicer or issuer, as the case may be, and any other participants or purchasers in such Reconstitution: (i) any and all information and appropriate verification of information which may be reasonably available to the Seller or its Affiliates, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection with fulfilling its obligations hereunder with respect to servicing and administering the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain 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.

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 '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 Fannie Mae under its Cash Purchase Program or MBS Program (Special Servicing Specxxx Xxrvicing Option) (each, a “Xxxxxx Xxx "Fannie Mae Transfer”"); or (ii) Xxxxxxx Freddie Mac (the “Xxxxxxx Mac "Fxxxxxx Xxx 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 Fannie Mae or Xxxxxxx Freddie Mac (as the case may be) and any servicer in connection with a xx xxnnection xxxx x Whole Loan Transfer, a seller’s '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 Closing Date and to represent and warrant that the Seller has serviced the Mortgage Loans in accordance with this Agreement, in each case, as of the settlement or closing date in connection with such Reconstitution. The Seller shall provide to such servicer or issuer, as the case may be, and any other participants or purchasers in such Reconstitution: (i) any and all information and appropriate verification of information which may be reasonably available to the Seller or its Affiliates, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each ach of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection with fulfilling its obligations hereunder with respect to servicing and administering the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain 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.that

Reconstitution of Mortgage Loans. (a) The Seller acknowledges and the Purchaser agree agrees 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, toeither: (i) Xxxxxx Mae under its Cash Purchase Program one or MBS Program (Special Servicing Option) more sales of the Mortgage Loans as whole loan transfers (each, a “Xxxxxx Xxx "Whole Loan Transfer”"); orand/or (ii) Xxxxxxx Mac one or more sales of the Mortgage Loans as pass-through transfers (the “Xxxxxxx Mac each, a "Pass-Through Transfer”"); orand/or (iii) one or more third party purchasers in one or more Whole Loan Transfers; orsales of the Mortgage Loans as agency transfers (each, an "Agency Transfer"). (ivb) 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, Agency Transfer and each Securitization Transfer entered into by or Pass-Through Transfer, as the Purchasercase may be, the Seller agrees agrees: (1i) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and reasonable due diligence procedures; (2) to executeprocedures including participating in meetings with rating agencies, deliver bond insurers and perform all Reconstitution Agreements required by such other parties as the Purchaser; Purchaser shall designate and (3) to restate the representations and warranties set forth participating in Section 3.01 meetings with prospective purchasers 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 Closing Date and to represent and warrant that the Seller has serviced the Mortgage Loans in accordance with this Agreement, in each case, as of the settlement or closing date in connection with interests therein and providing information reasonably requested by such Reconstitution. The Seller shall provide to such servicer or issuer, as the case may be, and any other participants or purchasers in such Reconstitution: (i) any and all information and appropriate verification of information which may be reasonably available to the Seller or its Affiliates, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall reasonably request; purchasers; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy execute all conditions set forth in any indemnity agreement agreements required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred executed by the Seller in connection with fulfilling its such Whole Loan Transfer, Agency Transfer or Pass-Through Transfer provided that such agreements will not contain any greater obligations hereunder with respect to servicing and administering on the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject to 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; (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 continue be reasonably requested by the Purchaser; (iv) to deliver to the Purchaser, and to any Person designated by the Purchaser, such in-house opinions of counsel in a form reasonably acceptable to the Purchaser as are customarily delivered by servicers and reasonably determined by the Purchaser to be serviced necessary in accordance connection with Whole Loan Transfers, Agency Transfers or Pass-Through Transfers; and (v) the terms third party costs incurred by Seller in connection with compliance with this Section 11.01, including but not limited to the costs of this Agreementopinions of outside special counsel that may be required for a Whole Loan Transfer, and with respect thereto this Agreement Agency Transfer or Pass-Through Transfer, shall remain in full force and effectbe the responsibility of the Purchaser.

Reconstitution of Mortgage Loans. The Seller and the Purchaser agree that with respect to some or all of the Mortgage Loans, after during the related Closing DateInterim Servicing Period, on one or more dates (each, a “"Reconstitution Date”") at the Purchaser’s '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: (ia) Xxxxxx Fannie Mae under its Cash Purchase Program or MBS Program (Special Servicing Speciax Xxxxixxxg Option) (each, a “Xxxxxx Xxx "Fannie Mae Transfer”"); or (iib) Xxxxxxx Freddie Mac (the “Xxxxxxx Mac "Fredxxx Xxc Transfer”"); or (iiic) one or more xx xxxe third party purchasers parxx xxxxhasers in one or more Whole Loan Transfers; or (ivd) 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 Fannie Mae or Xxxxxxx Freddie Mac (as the case may be) and any servicer in connection with a Whole ix xxxxexxxon wxxx x Xhole Loan Transfer, a seller’s '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 Assignment, Assumption 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 Closing Date and to represent and warrant that the Seller has serviced the Mortgage Loans in accordance with this Agreement, in each case, as of the settlement or closing date in connection with such Reconstitution. The Seller shall provide to such servicer or issuer, as the case may be, and any other participants or purchasers in such Reconstitution: (i) any and all information and appropriate verification of information which may be reasonably available to the Seller or its Affiliates, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection with fulfilling its obligations hereunder with respect to servicing and administering the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain 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.

Reconstitution of Mortgage Loans. (a) The Seller and the Servicer acknowledge and the Purchaser agree agrees 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, toeither: (i) Xxxxxx Mae under its Cash Purchase Program one or MBS Program (Special Servicing Option) more sales of the Mortgage Loans as whole loan transfers (each, a “Xxxxxx Xxx "Whole Loan Transfer”"); orand/or (ii) Xxxxxxx Mac (the “Xxxxxxx Mac Transfer”)one or more Agency Transfers; orand/or (iii) one or more third party purchasers in one sales of the Mortgage Loans as public or more Whole Loan Transfers; orprivate pass-through transfers (each, a "Pass-Through Transfer"). (ivb) 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, Agency Transfer and each Securitization Transfer entered into by or Pass-Through Transfer, as the Purchasercase may, the Seller agrees and the Servicer agree: (1i) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence procedures; 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 contained in the Mortgage Loan Schedule including any diskette or other related data tapes provided as reasonably requested by such purchasers; (2ii) to execute, deliver and perform execute all Reconstitution Agreements agreements required to be executed by the Purchaser; Seller and Servicer in connection with such Whole Loan Transfer, Agency Transfer or Pass-Through Transfer provided that any such agreements be consistent with the terms hereof and impose no greater duties, liabilities or obligations upon the Seller than those set forth herein and provided that each of the Seller and the Servicer is given an opportunity to review and reasonably negotiate in good faith the content of such documents not specifically referenced or provided for herein; (3iii) either (a) for the period commencing on the related Closing Date and continuing for six (6) months thereafter, to restate make all the representations and warranties set forth in Section 3.01 of this Agreement and solely with respect to the Seller, Section 3.02, as of the date of the Whole Loan Transfer, Agency Transfer or Pass-Through Transfer, provided, that, with respect to representations and warranties for which modifications may be necessary to reflect changes due to events that may have occurred since the related Reconstitution Closing Date, such representations and warranties shall be restated as of the date of the related Whole Loan Transfer, Agency Transfer or Pass-Through Transfer but modified, if necessary, to restate reflect changes due to events that may have occurred from the related Closing Date through the related Transfer Date or (b) for the period thereafter, to make all the representations and warranties set forth in Section 3.02 of this Agreement as 3.01 and with respect to Section 3.02, only those representations and warranties that pertain to the continuing obligations of the related Closing Date and to represent and warrant that the Seller has serviced the Mortgage Loans in accordance with this Agreement, in each caseServicer, as of the settlement date of the Whole Loan Transfer, Agency Transfer or closing Pass-Through Transfer, as specified in a letter from the Purchaser to the Seller and the Servicer (substantially in the form of Exhibit H hereto) indicating the date of the Whole Loan Transfer, Agency Transfer or Pass-Through Transfer and the applicable Mortgage Loans. No other document need be prepared indicating that the Seller and the Servicer are making such representations and warranties as to the applicable Mortgage Loans as of such date; (iv) to negotiate and execute one or more master servicing agreements between the Servicer and any third party servicer which is servicing loans on behalf of the Purchaser providing for the Servicer to master service such Mortgage Loans on behalf of the Purchaser, provided that any such agreements be consistent with the terms hereof and impose no greater duties, liabilities or obligations upon the Seller than those set forth herein and provided that each of the Seller and the Servicer is given an opportunity to review and reasonably negotiate in good faith the content of such documents not specifically referenced or provided for herein; (v) to negotiate and execute one or more subservicing agreements between the Servicer and any master servicer which is generally considered to be a prudent master servicer in the secondary mortgage market designated by the Purchaser in its sole discretion after consultation with the Servicer and/or one or more custodial and servicing agreements among the Purchaser or an affiliate of the Purchaser, 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 Purchaser 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, provided that any such agreements be consistent with the terms hereof and impose no greater duties, liabilities or obligations upon the Seller than those set forth herein and provided that each of the Seller and the Servicer is given an opportunity to review and reasonably negotiate in good faith the content of such documents not specifically referenced or provided for herein; (vi) in connection with any securitization of any Mortgage Loans, to execute a pooling and servicing agreement, which pooling and servicing agreement may, at the Purchaser's direction, contain contractual provisions including, but not limited to, a 24-day certificate payment delay (54-day total payment delay), servicer advances of delinquent scheduled payments of principal and interest through liquidation (unless deemed non-recoverable) and payment of compensating interest with respect to prepayment interest shortfalls (to the extent of the monthly servicing fee payable thereto), servicing and mortgage loan representations and warranties which in form and substance conform to secondary market standards for securities backed by mortgage loans similar to the Mortgage Loans and such Reconstitution. The provisions with regard to servicing responsibilities, investor reporting (including without limitation, the obligation to deliver an officer's certificate related to the Sarbanes-Oxley Act of 2002 to the depositor, the master serxxxxx, xx xxx, and the trustee, in the form attached hereto as Exhibit I, or in such other form as may be required under the ABS Rules, as defined in clause (c) below), segregation and deposit of principal and interest payments, custody of the Mortgage Loans, and other covenants as are required by the Purchaser and one or more nationally recognized rating agencies for "AAA" rated mortgage pass-through transactions which are "mortgage related securities" for purposes of the Secondary Mortgage Market Enhancement Act of 1984, unless otherwise mutually agreed, provided that any such agreements be consistent with the terms hereof and impose no greater duties, liabilities, or obligations upon the Seller than those set forth herein and provided that each of the Seller and the Servicer is given an opportunity to review and reasonably negotiate in good faith the content of such documents not specifically referenced or provided for herein; (vii) to deliver to the Purchaser and to any Person designated by the Purchaser (a) for inclusion in any prospectus or other offering material such publicly available information regarding the Seller and the Servicer, its financial condition and its mortgage loan delinquency, foreclosure and loss experience and any additional information requested by the Purchaser, (b) any similar non public, unaudited financial information (which the Purchaser may, at its option and at its cost, have audited by certified public accountants) and such other information as is reasonably requested by the Purchaser and which the Seller and the Servicer are capable of providing without unreasonable effort or expense, and to indemnify the Purchaser and its affiliates for material misstatements or omissions contained in such information, and (c) such statements and audit letters of reputable, certified public accountants pertaining to information provided by the Seller and the Servicer pursuant to clause (a) above as shall provide be reasonably requested by the Purchaser; and (viii) to such servicer deliver to the Purchaser, and to any Person designated by the Purchaser, opinions of counsel in a form reasonably acceptable to the Purchaser as are customarily delivered by sellers and servicers and reasonably determined by the Purchaser to be necessary in connection with Whole Loan Transfers, Agency Transfers or issuerPass-Through Transfers, as the case may be, and it being understood that the cost of any opinions of counsel (other participants or purchasers in such Reconstitution: (ithan in-house counsel) any and all information and appropriate verification of information which that may be reasonably available to the Seller required for a Whole Loan Transfer, Agency Transfer or its Affiliates, whether through letters of its auditors and counsel or otherwisePass-Through Transfer, as the Purchaser or any such other participant case may be, shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers be the responsibility of the Seller as are reasonably believed necessary by Purchaser. (c) Notwithstanding the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the otherforegoing, in connection with a breach the effectiveness of final rules promulgated by the Seller’s obligations under this paragraph Commission related to asset-backed securities (Release Nos. 33-8518; 34-50905) (as such rules may be amended or any material misstatement or omissionmodified from time to time, negligencethe "ABS Rules"), bad faith or willful misconduct of the Seller and Servicer shall fully cooperate with the Purchaser in connection therewith. The Purchaser shall reimburse the Seller for any providing such other statements and all out-of-pocket expenses, costs reports and feesproviding such additional disclosure and other information, including reasonable attorney’s feesbut not limited to static pool data, incurred as required by the Seller and in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection with fulfilling its obligations hereunder with respect to servicing and administering the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject to this Agreement and shall continue to be serviced in accordance conformance with the terms of this Agreement, and with respect thereto this Agreement shall remain in full force and effectABS Rules.

Reconstitution of Mortgage Loans. The Seller Seller, the Servicer 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: 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 TransfersTransfers (for up to five (5) Whole Loan Transfers with respect to any Mortgage Loan Package purchased on any given Closing Date); or provided, that any Whole Loan Transfer that is directly related to a Securitization Transaction (ive.g., to the “Seller” or “Sponsor” in a Securitization Transaction) shall not be counted towards the foregoing limitation or (ii) one or more trusts or other entities to be formed as part of one or more Securitization TransfersTransactions (each such Whole Loan Transfer and/or Securitization Transaction, a “Reconstitution”). The On such date, the Mortgage Loans transferred (and not assigned under this Agreement) shall cease to be covered by this Agreement and the Seller shall cease to service such Mortgage Loans under this Agreement. Subsequent to the execution of this Agreement, the Seller and Servicer agree to cooperate in good faith with the Purchaser shall use to obtain approval by one or more Rating Agencies for eligibility as a securitization servicer. In connection with such review, the Seller and Servicer agree to permit one or more Rating Agencies (initially, at the Purchaser’s expense), as mutually agreed among the Seller, Servicer and the Purchaser, to conduct its best efforts applicable pre-securitization review, to provide assess loan information and review the Servicer’s servicing and origination operations, upon reasonable prior 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, Servicer and in connection with a Securitization Transfer, a pooling manner and servicing agreement in form and substance timeframe 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 Agreementshereto. With respect to each Whole Loan Transfer and each Securitization Transfer Transaction entered into by the Purchaser, the Seller agrees and Servicer agree: (1) to reasonably cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence procedures; ; (2) to facilitate reviews required by any Rating Agency; (3) to provide notices of repurchase requests for any Mortgage Loan and any other information (in Seller’s possession or control) required in order to enable the Purchaser to comply with its obligations under Rule 15Ga-1; (4) to satisfy all outstanding repurchase requests relating to any Mortgage Loan subject to a Whole Loan Transfer or Securitization Transaction (i) within ninety (90) days of Purchaser’s request if not disputed in good faith by the Seller or (ii) within thirty (30) days of the final decision of an Arbitrator that the Seller is obligated to repurchase such Mortgage Loan; (5) to restate (i) all representations and warranties set forth in Section 8.02 with respect to the Mortgage Loans as of the applicable Closing Date and (ii) all representations and warranties set forth in Section 8.01 regarding the Seller and/or Servicer as of the closing date of each Whole Loan Transfer or Securitization Transaction, modified to the extent necessary to accurately reflect any events or circumstances existing subsequent to the related Closing Date(s); provided that such modifications have been approved by the Purchaser prior to the related closing date; (6) to reasonably cooperate with the Purchaser to make any such additional representations or warranties, or provide any data, documents or information, required by any Rating Agency, Xxxxxxx Mac or Xxxxxx Mae that may be reasonably given by the Seller acting in good faith; provided that in no event shall Seller be required to materially increase its risk or potential liability under this Agreement; (7) to execute, deliver and perform all Reconstitution Agreements or other documents related to such Whole Loan Transfer or Securitization Transaction reasonably required by the Purchaser, which contains servicing provisions substantially similar to those herein and/or customary in Whole Loan Transfers or Securitization Transactions, or otherwise reasonably acceptable to the Purchaser and the Seller; and provided that in each case Seller has a reasonable opportunity to negotiate such agreements in good faith; (3) 8) to restate the make 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 Closing Date and to represent and warrant (i) that the Seller and/or Servicer has serviced the Mortgage Loans in accordance with the terms of this AgreementAgreement in all material respects, provided accurate reports to the Purchaser and otherwise complied with all covenants and obligations hereunder in each caseall material respects, as (ii) that the Seller and/or Servicer has taken no action nor omitted to take any required action the omission of which would have the effect of impairing any mortgage insurance or guarantee on the Mortgage Loans, and (iii) regarding the accuracy of the settlement information provided to the Purchaser by the Seller and/or Servicer on or before the closing date of the applicable Whole Loan Transfer or Securitization Transaction, including the information required to be provided under Section 12.02 (which shall include the information required in connection with such Reconstitution. The Seller shall the Regulation AB Compliance Addendum attached hereto as Exhibit G); (9) to provide to such servicer or issuer, as the case may be, and any other participants or purchasers in such Reconstitution: applicable: (ia) any and all information and appropriate verification of information which may be reasonably available to the Seller, including information regarding the Seller’s foreclosure, delinquency and loss experience and the Seller or its AffiliatesUnderwriting Guidelines, whether through letters of its auditors and counsel or otherwise, as the Purchaser shall request; (b) a reasonably detailed description of any exceptions or deviations to the Seller Underwriting Guidelines in connection with the Mortgage Loans, and any compensating factors, discretionary bases, judgmental underwriting decisions or other factors related to the origination of the Mortgage Loans, despite not having met the Seller Underwriting Guidelines, substantially in the form of Exhibit M or such other participant shall reasonably requestmutually-agreed upon form between Seller and Purchaser; and (iic) such additional opinions of counsel, negative assurances, letters from auditors, and certificates of public officials or officers of the Seller Seller, as are the Purchaser, the trustee, any Rating Agency or any credit enhancement provider, as the case may be, reasonably believed believes is necessary by to provide in connection with any Whole-Loan Transfer or Securitization Transaction. (10) in connection with each Whole Loan Transfer or Securitization Transaction, to agree to permit (at the Purchaser’s expense) (i) any prospective assignees of the Purchaser who have entered into a commitment to purchase any of the Mortgage Loans or (ii) any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made independent third-parties selected by the Purchaser to conduct any pre-securitization or post-securitization review as may be reasonably required, in each case subject to confidentiality obligations reasonably satisfactory to the Seller (“Third Parties”), to assess loan information at the Servicer and review the Servicer’s servicing and origination operations, upon reasonable prior notice to the Servicer, and the Servicer shall cooperate with such reviews and underwriting to the extent such Third Parties request information and documents (in electronic form or otherwise) that are reasonably available. Subject to any Applicable Laws, the Servicer shall make the servicing files related to the Mortgage Loans held by the Servicer available at the Servicer’s principal operations center for review by any such Third Parties during normal business hours upon reasonable prior written notice to the Servicer (in no event fewer than five (5) Business Days’ prior written notice); (11) to agree and consent that all information provided by the Seller to any Rating Agency for the purpose of determining and which is used in connection with the initial rating of a rated securitization including the Mortgage Loans, or for undertaking credit rating surveillance on such securitization, may be posted on a website which complies with the requirements of Rule 17g-5 of the Exchange Act on request of the Purchaser, if required pursuant to such rule. Upon request of the Purchaser, the Seller shall provide all such information in electronic form as needed to effect such Reconstitution. The Seller shall posting; and (12) to indemnify the Purchaser, each Affiliate of affiliate designated by the Purchaser participating in the Reconstitution and Purchaser, each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, affiliate and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to (A) any information untrue statement of a material fact contained or alleged to be contained in any information, report, certification, data, accountants’ letter or other material provided by or on behalf of the Seller (including by the Purchaser), or provided under this Agreement by or on behalf of any Subservicer, Subcontractor, Independent Third Party or Third-Party Originator (as such terms are defined in the Regulation AB Compliance Addendum attached hereto as Exhibit G), regarding the Seller or any affiliated servicerSeller, the Seller’s or any affiliated servicer’s servicing practices or performance Mortgage Loans or the Seller Underwriting Standards set forth in Guidelines which is provided to any offering document prepared Rating Agency in connection with any Reconstitution initial ratings issued in connection with any Securitization Transaction or the surveillance of such ratings (collectively, the “Seller InformationRating Agency Disclosure”)) or (B) the omission or alleged omission to state in the Rating Agency Disclosure a material fact required to be stated in the Rating Agency Disclosure or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection with fulfilling its obligations hereunder with respect to servicing and administering the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain 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.;

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 '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 Fannie Mae under its Cash Purchase Program or MBS Program (Special Servicing Xxxxxxing Option) (each, a “Xxxxxx Xxx "Fannie Mae Transfer”"); or (ii) Xxxxxxx Freddie Mac (the “Xxxxxxx Mac Transfer”"Freddie Max Xxxxsxxx"); 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 Fannie Mae or Xxxxxxx Freddie Mac (as the case may be) and any servicer in connection with a Whole xxxxxxtion witx x Xxxle Loan Transfer, a seller’s '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 Closing Date and to represent and warrant that the Seller has serviced the Mortgage Loans in accordance with this Agreement, in each case, as of the settlement or closing date in connection with such Reconstitution. The Seller shall provide to such servicer or issuer, as the case may be, and any other participants or purchasers in such Reconstitution: (i) any and all information and appropriate verification of information which may be reasonably available to the Seller or its Affiliates, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection with fulfilling its obligations hereunder with respect to servicing and administering the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain 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.that

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 '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 Fannie Mae under its Cash Purchase Program or MBS Program (Special Servicing Option) (each, a “Xxxxxx Xxx "Fannie Mae Transfer”"); or (ii) Xxxxxxx Xxxxxxe Mac (the “Xxxxxxx "Freddie Mac Transfer”"); or (iii) one or more xx xxxe third party purchasers parxx xxxxhasers 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 DateTransactions. The Seller agrees to execute in connection with any Agency Transfer, any and all reasonably acceptable pool purchase contracts, and/or agreements reasonably acceptable to the Seller among the Purchaser, the Seller, Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac (as the case may be) and any servicer in connection with connxxxxxx xxxh a Whole Loan Xxxxx Xoan Transfer, a seller’s '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 TransferTransaction, 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 I (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 Closing Date and to represent and warrant that the Seller has serviced the Mortgage Loans in accordance with this Agreement, in each case, as of the settlement or closing date in connection with such Reconstitution. The Seller shall provide to such servicer or issuer, as the case may be, and any other participants or purchasers in such Reconstitution: (i) any and all information and appropriate verification of information which may be reasonably available to the Seller or its Affiliates, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection with fulfilling its obligations hereunder with respect to servicing and administering the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain 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.

Reconstitution of Mortgage Loans. (a) The Seller acknowledges and the Purchaser agree agrees that with respect to some or all of the Mortgage Loans, Loans after the related Closing Date, on the Purchaser may effect either: (i) one or more dates sales of the Mortgage Loans as whole loan transfers (each, a “Reconstitution DateWhole Loan Transfer”); and/or (ii) at one or more sales of the Purchaser’s sole option, the Purchaser may effect a sale Mortgage Loans as pass-through transfers (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 Pass-Through Transfer”); or (ii) Xxxxxxx Mac (the “Xxxxxxx Mac Transfer”); orand/or (iii) one or more third party purchasers in one or more Whole Loan Transfers; orsales of the Mortgage Loans as agency transfers (each, an “Agency Transfer”). (ivb) 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, Agency Transfer and each Securitization Transfer entered into by or Pass-Through Transfer, as the Purchasercase may be, the Seller agrees agrees: (1i) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and reasonable due diligence procedures; (2) to executeprocedures including participating in meetings with rating agencies, deliver bond insurers and perform all Reconstitution Agreements required by such other parties as the Purchaser; Purchaser shall designate and (3) to restate the representations and warranties set forth participating in Section 3.01 meetings with prospective purchasers 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 Closing Date and to represent and warrant that the Seller has serviced the Mortgage Loans in accordance with this Agreement, in each case, as of the settlement or closing date in connection with interests therein and providing information reasonably requested by such Reconstitution. The Seller shall provide to such servicer or issuer, as the case may be, and any other participants or purchasers in such Reconstitution: (i) any and all information and appropriate verification of information which may be reasonably available to the Seller or its Affiliates, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall reasonably request; purchasers; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy execute all conditions set forth in any indemnity agreement agreements required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred executed by the Seller in connection with fulfilling its such Whole Loan Transfer, Agency Transfer or Pass-Through Transfer provided, that such agreements will not contain any greater obligations hereunder with respect to servicing and administering on the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject to 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; (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 continue be reasonably requested by the Purchaser; (iv) to deliver to the Purchaser, and to any Person designated by the Purchaser, such in-house opinions of counsel in a form reasonably acceptable to the Purchaser as are customarily delivered by servicers and reasonably determined by the Purchaser to be serviced necessary in accordance connection with Whole Loan Transfers, Agency Transfers or Pass-Through Transfers; and (v) the terms third party costs incurred by Seller in connection with compliance with this Section 11.01, including but not limited to the costs of this Agreementopinions of outside special counsel that may be required for a Whole Loan Transfer, and with respect thereto this Agreement Agency Transfer or Pass-Through Transfer, shall remain in full force and effectbe the responsibility of the Purchaser.

Reconstitution of Mortgage Loans. (a) The Seller and the Servicer acknowledge and the Purchaser agree agrees that with respect to some or all of the Mortgage Loans, after the related Closing Date, on Purchaser may effect either: (i) one or more dates sales of the Mortgage Loans as whole loan transfers (each, a “Reconstitution DateWhole Loan Transfer”); and/or (ii) at one or more sales of the Purchaser’s sole option, the Purchaser may effect a sale Mortgage Loans as public or private pass-through transfers (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 Pass-Through 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 together 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 AgreementsReconstitution”), together with an opinion of counsel with respect to such Reconstitution Agreements. . (b) With respect to each Whole Loan Transfer and each Securitization Transfer entered into by or Pass-Through Transfer, as the Purchasercase may, the Seller agrees and the Servicer agree: (1i) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence procedures; 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 contained in the Mortgage Loan Schedule including any diskette or other related data tapes provided as reasonably requested by such purchasers; (2ii) to execute, deliver and perform execute all Reconstitution Agreements agreements required to be executed by the Purchaser; Seller and Servicer in connection with such Whole Loan Transfer or Pass-Through Transfer provided that any such agreements be consistent with the terms hereof and impose no greater duties, liabilities or obligations upon the Seller than those set forth herein and provided that each of the Seller and the Servicer is given an opportunity to review and reasonably negotiate in good faith the content of such documents not specifically referenced or provided for herein; (3iii) to restate make all the representations and warranties set forth in Section 3.01 of this Agreement as of and solely with respect to the related Reconstitution DateSeller, to restate the representations and warranties set forth in Section 3.02 of this Agreement as of the related Closing Date and to represent and warrant that the Seller has serviced the Mortgage Loans in accordance with this Agreement, in each case3.02, as of the settlement date of the Whole Loan Transfer or closing Pass-Through Transfer, as specified in a letter from the Purchaser to the Seller and the Servicer (substantially in the form of Exhibit H hereto) indicating the date of the Whole Loan Transfer or Pass-Through Transfer and the applicable Mortgage Loans. No other document need be prepared indicating that the Seller and the Servicer are making such representations and warranties as to the applicable Mortgage Loans as of such date; (iv) to negotiate and execute one or more master servicing agreements between the Servicer and any third party servicer which is servicing loans on behalf of the Purchaser providing for the Servicer to master service such Mortgage Loans on behalf of the Purchaser; (v) to negotiate and execute one or more subservicing agreements between the Servicer and any master servicer which is generally considered to be a prudent master servicer in the secondary mortgage market designated by the Purchaser in its reasonable discretion after consultation with the Servicer and/or one or more custodial and servicing agreements among the Purchaser or an affiliate of the Purchaser, 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 Purchaser in its reasonable 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; (vi) in connection with any securitization of any Mortgage Loans, to execute a pooling and servicing agreement, which pooling and servicing agreement may, at the Purchaser’s direction, contain contractual provisions including, but not limited to, a 24-day certificate payment delay (54-day total payment delay), servicer advances of delinquent scheduled payments of principal and interest through liquidation (unless deemed non recoverable) and payment of compensating interest with respect to prepayment interest shortfalls (to the extent of the monthly servicing fee payable thereto), servicing and mortgage loan representations and warranties which in form and substance conform to secondary market standards for securities backed by mortgage loans similar to the Mortgage Loans and such Reconstitution. The provisions with regard to servicing responsibilities, investor reporting (including without limitation, the obligation to deliver an officer’s certificate related to the Xxxxxxxx-Xxxxx Act of 2002 to the depositor, the master servicer, if any, and the trustee), segregation and deposit of principal and interest payments, custody of the Mortgage Loans, and other covenants as are required by the Purchaser and one or more nationally recognized rating agencies for “AAA” rated mortgage pass-through transactions which are “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, unless otherwise mutually agreed; (vii) to deliver to the Purchaser and to any Person designated by the Purchaser (a) for inclusion in any prospectus or other offering material such publicly available information regarding the Seller and the Servicer, its financial condition and its mortgage loan delinquency, foreclosure and loss experience and any additional information requested by the Purchaser, (b) any similar non public, unaudited financial information (which the Purchaser may, at its option and at its cost, have audited by certified public accountants) and such other information as is reasonably requested by the Purchaser and which the Seller and the Servicer are capable of providing without unreasonable effort or expense, and to indemnify the Purchaser and its affiliates for material misstatements or omissions contained in such information, and (c) such statements and audit letters of reputable, certified public accountants pertaining to information provided by the Seller and the Servicer pursuant to clause (a) above as shall provide be reasonably requested by the Purchaser; (viii) to such servicer deliver to the Purchaser, and to any Person designated by the Purchaser, opinions of counsel in a form reasonably acceptable to the Purchaser as are customarily delivered by sellers and servicers and reasonably determined by the Purchaser to be necessary in connection with Whole Loan Transfers or issuerPass-Through Transfers, as the case may be, and it being understood that the cost of any opinions of counsel (other participants or purchasers in such Reconstitution: (ithan in-house counsel) any and all information and appropriate verification of information which that may be reasonably available to the Seller required for a Whole Loan Transfer or its Affiliates, whether through letters of its auditors and counsel or otherwisePass-Through Transfer, as the Purchaser or any such other participant case may be, shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers be the responsibility of the Seller as are reasonably believed necessary Purchaser; and (ix) in connection with the effectiveness of final rules promulgated by the Purchaser U.S. Securities and Exchange Commission related to asset-backed securities (Release Nos. 33-8518; 34-50905) (as such rules may be amended or any such other participant; and (iii) modified from time to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreovertime, the Seller agrees “ABS Rules”), to use commercially reasonable efforts to cooperate with all reasonable requests made by the Purchaser to effect and its assignees in providing such Reconstitution. The Seller shall indemnify other statements and reports as are required by and in conformance with the PurchaserABS Rules, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directorsprovided, officershowever, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller and the Servicer for any and all reasonable out-of-pocket expenses, costs and fees, expenses (including reasonable attorney’s accountants’ fees, ) incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller Servicer at the express request of the Purchaser in connection with fulfilling its the obligations hereunder with respect to servicing of the Seller and administering the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject to Servicer described in 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 effectparagraph.

Reconstitution of Mortgage Loans. The (a) Each of the Seller and the Servicer acknowledges and the Purchaser agree agrees 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 any of the Mortgage Loans then subject to this Agreement, without recourse, tofollowing: (i) Xxxxxx Mae under its Cash Purchase Program one or MBS Program (Special Servicing Option) more sales of the Mortgage Loans as whole loan transfers (each, a “Xxxxxx Xxx "Whole Loan Transfer”"); orand/or (ii) Xxxxxxx Mac (the “Xxxxxxx Mac Transfer”)one or more Transfers; orand/or (iii) one or more third party purchasers in one or more Whole Loan Transfers; orsales of the Mortgage Loans as agency transfers (each, an "Agency Transfer"). (ivb) 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, Agency Transfer and or Pass Through Transfer, as the case may be, each Securitization Transfer entered into by the Purchaser, of the Seller agrees and the Servicer agrees: (1i) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and reasonable due diligence procedures; 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; (2ii) to executeexecute all agreements required to be executed by the Servicer 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 Servicer as are contained in this Agreement and Servicer is given an opportunity to review and reasonably negotiate in good faith the content of such documents; (iii) to deliver to the Purchaser and perform all Reconstitution Agreements required to any Person designated by the Purchaser for inclusion in any prospectus or other offering material such publicly available information regarding the Seller or the Servicer its underwriting standards, 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 or the Servicer as shall be reasonably requested by the Purchaser; (3iv) to restate deliver to the Purchaser, and to any Person designated by the Purchaser, such in house opinions of counsel in a form reasonably acceptable to the Purchaser as are customarily delivered by servicers and reasonably determined by the Purchaser to be necessary in connection with Whole Loan Transfers, Agency Transfers or Pass Through Transfers; (v) to make all representations and warranties set forth in Section 3.01 of this Agreement with respect to the Mortgage Loans as of the related Reconstitution DateClosing Date and with respect to the Seller or the Servicer itself as of the closing date of each Whole Loan Transfer, Agency Transfer or Pass-Through Transfer; (vi) to restate the make representations and warranties set forth in Section 3.02 of this Agreement as of the related Closing Date and to represent and warrant (1) that the Seller Servicer has serviced the Mortgage Loans in accordance with this Agreement, in each case, as of the settlement or closing date in connection with such Reconstitution. The Seller shall provide to such servicer or issuer, as the case may be, and any other participants or purchasers in such Reconstitution: (i) any and all information and appropriate verification of information which may be reasonably available to the Seller or its Affiliates, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection with fulfilling its obligations hereunder with respect to servicing and administering the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement, provided accurate statements to the Purchaser pursuant to Section 5.02 of this Agreement, and otherwise complied with respect thereto all covenants and obligations hereunder and (2) that the Seller has taken no action nor omitted to take any required action the omission of which would have the effect of impairing any mortgage insurance or guarantee on the Mortgage Loans; and (vii) the third party costs incurred by Seller or the Servicer in connection with compliance with this Agreement Section 11.01, including but not limited to the costs of opinions of outside special counsel that may be required for a Whole Loan Transfer, Agency Transfer or Pass Through Transfer, shall remain in full force and effectbe the responsibility of the Purchaser.

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 '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 Fannie Mae under its Cash Purchase Program or MBS Program (Special Servicing Specixx Xxxvicing Option) (each, a “Xxxxxx Xxx "Fannie Mae Transfer”"); or (ii) Xxxxxxx Freddie Mac (the “Xxxxxxx Mac "Xxxxxxe Xxc 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 Fannie Mae or Xxxxxxx Freddie Mac (as the case may be) and any servicer in connection with a xx xxxnection xxxx x Whole Loan Transfer, a seller’s '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 Closing Date and to represent and warrant that the Seller has serviced the Mortgage Loans in accordance with this Agreement, in each case, as of the settlement or closing date in connection with such Reconstitution. The Seller shall provide to such servicer or issuer, as the case may be, and any other participants or purchasers in such Reconstitution: (i) any and all information and appropriate verification of information which may be reasonably available to the Seller or its Affiliates, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection with fulfilling its obligations hereunder with respect to servicing and administering the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain 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.that

Reconstitution of Mortgage Loans. The Seller and the Purchaser agree that with respect to some or all of the Mortgage Loans, after during the related Closing DateInterim Servicing Period, on one or more dates (each, a “"Reconstitution Date”") at the Purchaser’s '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: (ia) Xxxxxx Fannie Mae under its Cash Purchase Program or MBS Program (Special Servicing Specxxx Xxrxxxing Option) (each, a “Xxxxxx Xxx "Fannie Mae Transfer”"); or (iib) Xxxxxxx Freddie Mac (the “Xxxxxxx Mac "Fredxxx Xxc Transfer”"); or (iiic) one or more xx xxxe third party purchasers parxx xxxxhasers in one or more Whole Loan Transfers; or (ivd) 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 Fannie Mae or Xxxxxxx Freddie Mac (as the case may be) and any servicer in connection with a xx xxnxxxtion xxxx x Whole Loan Transfer, a seller’s '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 Assignment, Assumption 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 Closing Date and to represent and warrant that the Seller has serviced the Mortgage Loans in accordance with this Agreement, in each case, as of the settlement or closing date in connection with such Reconstitution. The Seller shall provide to such servicer or issuer, as the case may be, and any other participants or purchasers in such Reconstitution: (i) any and all information and appropriate verification of information which may be reasonably available to the Seller or its Affiliates, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection with fulfilling its obligations hereunder with respect to servicing and administering the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain 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.

Reconstitution of Mortgage Loans. (a) The Seller and the Servicer acknowledge and the Purchaser agree agrees that with respect to some or all of the Mortgage Loans, after the related Closing Date, on Purchaser may effect either: (i) one or more dates sales of the Mortgage Loans as whole loan transfers (each, a “Reconstitution DateWhole Loan Transfer”); and/or (ii) at one or more sales of the Purchaser’s sole option, the Purchaser may effect a sale Mortgage Loans as public or private pass-through transfers (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 Pass-Through Transfer”); or. (iib) 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 or Pass-Through Transfer, as the Purchasercase may, the Seller agrees and the Servicer agree: (1i) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence procedures; 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 contained in the Mortgage Loan Schedule including any diskette or other related data tapes provided as reasonably requested by such purchasers; (2ii) to execute, deliver and perform execute all Reconstitution Agreements agreements required to be executed by the Purchaser; Seller and Servicer in connection with such Whole Loan Transfer or Pass-Through Transfer provided that any such agreements be consistent with the terms hereof and impose no greater duties, liabilities or obligations upon the Seller than those set forth herein and provided that each of the Seller and the Servicer is given an opportunity to review and reasonably negotiate in good faith the content of such documents not specifically referenced or provided for herein; (3iii) to restate make all the representations and warranties set forth in Section 3.01 of this Agreement as of the related Reconstitution Datedate of the Whole Loan Transfer or Pass-Through Transfer, to restate all of the representations and warranties set forth in Section 3.02 of this Agreement as of the related Closing Date and and, solely, with respect to the Servicer, to represent and warrant as of the date of the Whole Loan Transfer or Pass-Through Transfer that the Seller it has serviced the Mortgage Loans in accordance with the terms of this AgreementAgreement and Accepted Servicing Practices; (iv) to negotiate and execute one or more master servicing agreements between the Servicer and any third party servicer which is servicing loans on behalf of the Purchaser providing for the Servicer to master service such Mortgage Loans on behalf of the Purchaser; (v) to negotiate and execute one or more subservicing agreements between the Servicer and any master servicer which is generally considered to be a prudent master servicer in the secondary mortgage market designated by the Purchaser in its sole discretion after consultation with the Servicer and/or one or more custodial and servicing agreements among the Purchaser or an affiliate of the Purchaser, 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 Purchaser in its sole discretion after consultation with the Servicer, in each case, as either case for the purpose of pooling the settlement Mortgage Loans with other mortgage loans for resale or closing date securitization; (vi) in connection with any securitization of any Mortgage Loans, to execute a pooling and servicing agreement, which pooling and servicing agreement may, at the Purchaser’s direction, contain contractual provisions including, but not limited to, a 24-day certificate payment delay (54-day total payment delay), servicer advances of delinquent scheduled payments of principal and interest through liquidation (unless deemed non-recoverable) and payment of compensating interest with respect to prepayment interest shortfalls (to the extent of the monthly servicing fee payable thereto), servicing and mortgage loan representations and warranties which in form and substance conform to secondary market standards for securities backed by mortgage loans similar to the Mortgage Loans and such Reconstitution. The provisions with regard to servicing responsibilities, investor reporting (including without limitation, the obligation to deliver an officer’s certificate related to the Xxxxxxxx-Xxxxx Act of 2002 to the depositor, the master servicer, if any, and the trustee), segregation and deposit of principal and interest payments, custody of the Mortgage Loans, and other covenants as are required by the Purchaser and one or more nationally recognized rating agencies for “AAA” rated mortgage pass-through transactions which are “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, unless otherwise mutually agreed; (vii) to deliver to the Purchaser and to any Person designated by the Purchaser (a) for inclusion in any prospectus or other offering material such publicly available information regarding the Seller and the Servicer, its financial condition and its mortgage loan delinquency, foreclosure and loss experience and any additional information requested by the Purchaser, (b) any similar non public, unaudited financial information (which the Purchaser may, at its option and at its cost, have audited by certified public accountants) and such other information as is reasonably requested by the Purchaser and which the Seller and the Servicer are capable of providing without unreasonable effort or expense, and to indemnify the Purchaser and its affiliates for material misstatements or omissions contained in such information, and (c) such statements and audit letters of reputable, certified public accountants pertaining to information provided by the Seller and the Servicer pursuant to clause (a) above as shall provide be reasonably requested by the Purchaser; and (viii) to such servicer deliver to the Purchaser, and to any Person designated by the Purchaser, opinions of counsel in a form reasonably acceptable to the Purchaser as are customarily delivered by sellers and servicers and reasonably determined by the Purchaser to be necessary in connection with Whole Loan Transfers or issuerPass-Through Transfers, as the case may be, and it being understood that the cost of any opinions of counsel (other participants or purchasers in such Reconstitution: (ithan in-house counsel) any and all information and appropriate verification of information which that may be reasonably available to the Seller required for a Whole Loan Transfer or its Affiliates, whether through letters of its auditors and counsel or otherwisePass-Through Transfer, as the Purchaser or any such other participant case may be, shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers be the responsibility of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection with fulfilling its obligations hereunder with respect to servicing and administering the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain 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.

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 Fxxxxx Mae under its Cash Purchase Program or MBS Program (Special Servicing Option) (each, a “Xxxxxx Xxx Fxxxxx Mxx Transfer”); or (ii) Xxxxxxx Fxxxxxx Mac (the “Xxxxxxx Fxxxxxx 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 Fxxxxx Mae or Xxxxxxx Fxxxxxx Mac (as the case may be) and any servicer in connection with a Whole Loan Transfer, a seller’s warranties and servicing agreement or a participation and servicing agreement in form and substance reasonably acceptable to the 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 Closing Date and to represent and warrant that the Seller has serviced the Mortgage Loans in accordance with this Agreement, in each case, as of the settlement or closing date in connection with such Reconstitution. The Seller shall provide to such servicer or issuer, as the case may be, and any other participants or purchasers in such Reconstitution: (i) any and all information and appropriate verification of information which may be reasonably available to the Seller or its Affiliates, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection with fulfilling its obligations hereunder with respect to servicing and administering the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain 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.

Reconstitution of Mortgage Loans. (a) The Seller acknowledges and the Purchaser agree agrees 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, toeither: (i) Xxxxxx Mae under its Cash Purchase Program one or MBS Program (Special Servicing Option) more sales of the Mortgage Loans as whole loan transfers (each, a “Xxxxxx Xxx "Whole Loan Transfer”"); orand/or (ii) Xxxxxxx Mac (the “Xxxxxxx Mac Transfer”); or (iii) one or more third party purchasers in one or more Whole Loan Transfers; orsales of the Mortgage Loans as pass-through transfer (each, a "Pass-Through Transfer"). (ivb) 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 or Pass-Through Transfer, as the Purchasercase may be, the Seller agrees agrees: (1i) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and reasonable due diligence procedures; (2) to executeprocedures including participating in meetings with rating agencies, deliver bond insurers and perform all Reconstitution Agreements required by such other parties as the Purchaser; Purchaser shall designate and (3) to restate the representations and warranties set forth participating in Section 3.01 meetings with prospective purchasers 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 Closing Date and to represent and warrant that the Seller has serviced the Mortgage Loans in accordance with this Agreement, in each case, as of the settlement or closing date in connection with interests therein and providing information reasonably requested by such Reconstitution. The Seller shall provide to such servicer or issuer, as the case may be, and any other participants or purchasers in such Reconstitution: purchasers; (i) any and to execute all information and appropriate verification of information which may be reasonably available to the Seller or its Affiliates, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement agreements required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred executed by the Seller in connection with fulfilling its such Whole Loan Transfer or Pass-Through Transfer provided that such agreements will not contain any greater obligations hereunder with respect to servicing and administering on the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject to 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. (ii) 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 (c) such statements and audit letters of reputable, certified public accountants pertaining to information provided by the Seller as shall continue be reasonably requested by the Purchaser; and (iii) to deliver to the Purchaser, and to any Person designated by the Purchaser, such in-house opinions of counsel in a form reasonably acceptable to the Purchaser as are customarily delivered by servicers and reasonably determined by the Purchaser to be serviced necessary in accordance connection with Whole Loan Transfers or Pass-Through Transfers. (iv) the terms third party costs incurred by Seller in connection with compliance with this Section 11.01, including but not limited to the costs of this Agreementopinions of outside special counsel that may be required for a Whole Loan Transfer or Pass-Through Transfer, and with respect thereto this Agreement shall remain in full force and effectbe the responsibility of the Purchaser.

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 '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 Fannie Mae under its Cash Purchase Program or MBS Program (Special Servicing Specixx Xxxvicing Option) (each, a “Xxxxxx Xxx "Fannie Mae Transfer”"); or (ii) Xxxxxxx Freddie Mac (the “Xxxxxxx Mac Transfer”"Fredxxx Xxc Xxansfer"); 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 Fannie Mae or Xxxxxxx Freddie Mac (as the case may be) and any servicer in connection with a xx xxxnection xxxx x Whole Loan Transfer, a seller’s '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 Closing Date and to represent and warrant that the Seller has serviced the Mortgage Loans in accordance with this Agreement, in each case, as of the settlement or closing date in connection with such Reconstitution. The Seller shall provide to such servicer or issuer, as the case may be, and any other participants or purchasers in such Reconstitution: (i) any and all information and appropriate verification of information which may be reasonably available to the Seller or its Affiliates, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection with fulfilling its obligations hereunder with respect to servicing and administering the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain 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.that

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 '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 Fannie Mae under its Cash Purchase Program or MBS Program (Special Servicing Spexxxx Xervicing Option) (each, a “Xxxxxx Xxx "Fannie Mae Transfer”"); or (ii) Xxxxxxx Freddie Mac (the “Xxxxxxx Mac Transfer”"Frexxxx Xax Xransfer"); 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 Fannie Mae or Xxxxxxx Freddie Mac (as the case may be) and any servicer in connection with servicex xx xonnectiox xxxx a Whole Loan Transfer, a seller’s '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 Closing Date and to represent and warrant that the Seller has serviced the Mortgage Loans in accordance with this Agreement, in each case, as of the settlement or closing date in connection with such Reconstitution. The Seller shall provide to such servicer or issuer, as the case may be, and any other participants or purchasers in such Reconstitution: (i) any and all information and appropriate verification of information which may be reasonably available to the Seller or its Affiliates, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection with fulfilling its obligations hereunder with respect to servicing and administering the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain 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.that

Reconstitution of Mortgage Loans. (a) The Seller acknowledges and the Purchaser agree agrees that with respect to some or all of the Mortgage Loans, after the related Closing Date, on Purchaser may effect either: (i) one or more dates sales of the Mortgage Loans as whole loan transfers (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 Whole Loan Transfer”); orand/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 Transactions. (15b) 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 or Securitization Transfer Transaction, as the case may be, entered into by the Purchaser, the Seller agrees agrees: (1i) to cooperate fully with the Purchaser and any prospective purchaser with respect to any Whole Loan Transfer or Securitization Transaction, including but not limited to, all reasonable requests and requests, due diligence proceduresprocedures and disclosures, and with respect to the preparation (including, but not limited to, the endorsement, delivery, assignment, and execution) of the Mortgage Loan Documents and other related documents; to deliver to the Purchaser, or any prospective purchaser such additional Mortgage Loan information requested and to indemnify the Purchaser, its affiliates or any prospective purchaser for such information at the time of such delivery to the extent such information is not true and correct; (2ii) to execute, deliver and perform execute all Reconstitution Agreements required by provided that each of the Purchaser; Seller and the Purchaser is given an opportunity to review and reasonably negotiate in good faith the content of such documents not specifically referenced or provided for herein; (3iii) with respect to restate any Whole Loan Transfer or Securitization Transaction, the Seller shall make the representations and warranties regarding the Seller and the Mortgage Loans as of the date of such Whole Loan Transfer or Securitization Transaction, as applicable, modified to the extent necessary to accurately reflect the pool statistics of the Mortgage Loans as of the date of such Whole Loan Transfer or Securitization Transaction, as applicable, and supplemented by additional representations and warranties that are not unreasonable under the circumstances as of the date of such Whole Loan Transfer or Securitization Transaction, as applicable, to the extent that any events or circumstances, including changes in Applicable Law occurring subsequent to the related Closing Date(s), would render a related Mortgage Loan unmarketable to a material segment of the secondary mortgage or mortgage-backed securities market or make any representations or warranties required by any Rating Agency; (iv) to deliver to the Purchaser such information, reports, letters and certifications as are required pursuant to Article XIA in the time frame and manner set forth in Section 3.01 of this Agreement Article XIA, and to indemnify the Purchaser and its affiliates as of the related Reconstitution Date, to restate the representations and warranties set forth in Section 3.02 of this Agreement as of Article XIA; (v) to deliver to the related Closing Date Purchaser for inclusion in any prospectus or other offering material (including any private offering document) such publicly available information regarding the Seller, its financial condition and its mortgage loan delinquency, foreclosure and loss experience and any additional information reasonably requested by the Purchaser, and to represent deliver to the Purchaser any similar nonpublic, unaudited financial information, in which case the Purchaser shall bear the cost of having such information audited by certified public accountants if the Purchaser desires such an audit, or as is otherwise reasonably requested by the Purchaser and warrant that which the Seller has serviced is capable of providing without unreasonable effort or expense, and to indemnify the Purchaser and its affiliates for material misstatements or omissions contained (i) in such information and (ii) on the Mortgage Loans in accordance with this AgreementLoan Schedule; (vi) to deliver to the Purchaser and to any Person designated by the Purchaser, in each casesuch statements and audit letters of reputable, certified public accountants as of the settlement or closing date are customarily delivered by originators such as Seller in connection with a Whole Loan Transfer or Securitization Transaction pertaining to Seller’s financial condition as shall be reasonably requested by the Purchaser; (vii) to deliver to the Purchaser, and to any Person designated by the Purchaser, such Reconstitution. The Seller legal documents and Opinions of Counsel (which counsel shall provide be independent, outside counsel of the Seller) as are customarily delivered by originators and reasonably determined by the Purchaser to such servicer be necessary in connection with any Whole Loan Transfer or issuerSecuritization Transaction, as the case may be, and such outside Opinions of Counsel for a Securitization Transaction to be in the form reasonably acceptable to the Purchaser, it being understood that the cost of any other participants or purchasers in such Reconstitution: (i) any and all information and appropriate verification outside Opinions of information which Counsel that may be reasonably available to the Seller required for a Whole Loan Transfer or its Affiliates, whether through letters of its auditors and counsel or otherwiseSecuritization Transaction, as applicable, shall be paid by the Purchaser. (viii) in connection with each Whole Loan Transfer or Securitization Transaction, to agree to permit any prospective assignees of the Purchaser who have entered into a commitment to purchase any of the Mortgage Loans or any such other participant shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made independent third-parties selected by the Purchaser to effect such Reconstitution. The conduct Pre-Securitization TPR, Post-Securitization TPR (or any other similar pre-securitization or post-securitization review as may be required by any Rating Agency), to assess loan information and review the Seller’s servicing and origination operations, upon reasonable prior notice to the Seller, and the Seller shall indemnify cooperate with such reviews and underwriting to the extent such prospective assignees or independent third-parties request information and documents (in electronic form or otherwise) that are reasonably available and provided such parties are told the confidential nature of such information. Subject to any Applicable Laws, the Seller shall make the Servicing Files related to the Mortgage Loans held by the Seller available at the Seller’s principal operations center for review by any such prospective assignees or independent third-party during normal business hours upon reasonable prior notice to the Seller (in no event fewer than two (2) Business Days’ prior notice); (ix) to agree and consent that all information provided by the Seller to any Rating Agency for the purpose of determining and which is used in connection with the initial rating of a rated securitization including the Mortgage Loans, or for undertaking credit rating surveillance on such securitization, may be posted on a website which complies with the requirements of Rule 17g-5 of the Exchange Act on request of the Purchaser. Upon request of the Purchaser, each Affiliate the Seller shall provide all such information in electronic form as needed to effect such posting. To the extent any Rating Agency conducts an originator review or other review of the operations of the Seller which may be used in connection with the initial rating of a securitization or the surveillance thereof, on request of the Purchaser, the Seller shall provide to Purchaser participating in electronic form all information that was provided to the Reconstitution Rating Agency in connection with such review; (x) to indemnify the Purchaser and its agents, managers and trustees, each affiliate designated by the Purchaser, each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, affiliate and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to (A) any information untrue statement of a material fact contained or alleged to be contained in any information, report, certification, data, accountants’ letter or other material provided by or on behalf of the Seller Seller, or provided under this Agreement by or on behalf of any Third-Party Originator, regarding the Seller or any affiliated servicerSeller, the Seller’s or any affiliated servicer’s servicing practices or performance Mortgage Loans or the Underwriting Standards which is set forth in any offering document prepared in connection with any Reconstitution Securitization Transaction (collectively, the “Seller Company Information”), or (B) the omission or alleged omission to state in the Company Information a material fact required to be stated in the Company Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information, or (C) the failure by the Seller to make any required filings or provide the information needed by Purchaser for any required filings under the Exchange Act or under any other applicable securities law and regulation. For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, ; (xi) to indemnify the Purchaser shall execute an Indemnification and Contribution Agreement substantially in its agents, managers and trustees, each affiliate designated by the form of Exhibit I attached heretoPurchaser, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, Purchaser or such affiliate and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, data, accountants’ letter or other than material provided by or on behalf of the Seller (including by the Purchaser), or provided under this Agreement by or on behalf of any Third-Party Originator, regarding the Seller, the Mortgage Loans or the Underwriting Standards which is provided to any Rating Agency in connection with any initial ratings issued in connection with any Securitization or the surveillance of such ratings (collectively, the “Rating Agency Disclosure”) or (B) the omission or alleged omission to state in the Rating Agency Disclosure a material fact required to be stated in the Rating Agency Disclosure or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement; and (xii) to (x) represent and warrant to each Rating Agency providing a rating in a separate writing that (i) the Seller Information or shall promptly provide to each Rating Agency all information requested by each Rating Agency in accordance with its published ratings criteria, (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level all information provided by the Seller to the PurchaserRating Agency contains no untrue statement of a material fact and does not omit a material fact necessary in order to make such information, in light of the related depositor or any of their Affiliatescircumstances in which it was provided, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfernot misleading, and their (iii) make any other representations or warranties or provide any other information required by any Rating Agency and (y) indemnify any such Rating Agency that provides a rating and each of its affiliates, directors, officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller employees for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penaltiesliabilities, finesjudgments, forfeiturescosts, legal fees charges and expenses (including without limitation attorneys’ fees) of whatever nature (whether foreseeable or not) arising from or in connection with the breach of any of the representations and related costswarranties set forth in clause (x) herein, judgments and other costs and expenses arising out including resulting from or relating to the use by the Rating Agency of or based upon any breach of reliance by the Rating Agency on information provided to it by the Seller’s obligations under this paragraph or any material misstatement or omission. (c) Notwithstanding anything to the contrary, negligence, bad faith or willful misconduct of the Seller in connection therewith. If acknowledges and agrees that the indemnification provided for provisions of this Article XI shall apply to all subsequent Reconstitutions (including, without limitation, the exercise by any Person (including the Purchaser) of any optional purchase rights under the terms of a Securitization Transaction or in the preceding sentence event that any Mortgage Loan is unavailable or insufficient repurchased pursuant to hold harmless the terms of any indemnified partyReconstitution Agreement) that occur after any initial Reconstitution. In addition, then if, following the occurrence of a Reconstitution with respect to any Mortgage Loans, the Purchaser subsequently becomes the owner of such Mortgage Loans again, such Mortgage Loans shall be subject to the terms and conditions of this Agreement. (d) In order to facilitate compliance with Regulation AB promulgated under the Securities Act, the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, Purchaser agree to comply with the provisions of Article XIA herein. The Seller further covenants to provide Purchaser on request all information the other, Purchaser deems necessary in order to comply with any amendments to Regulation AB and any other securities laws and regulations with respect to information provided in connection with a breach securitization of the Seller’s obligations under Mortgage Loans and shall enter into any necessary amendments to this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response Agreement required to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection comply with fulfilling its obligations hereunder with respect to servicing and administering the related Mortgage Loans. same. (e) All Mortgage Loans not sold or transferred pursuant to a Reconstitution Whole Loan Transfer or Securitization Transaction shall remain be subject to this Agreement and shall continue to be serviced in accordance with the terms of Section 2.03(a) of this Agreement, Agreement and with respect thereto this Agreement shall remain in full force and effect.

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 '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 Fannie Mae under its Cash Purchase Program or MBS Program (Special Servicing Xxxxxcing Option) (each, a “Xxxxxx Xxx "Fannie Mae Transfer”"); or (ii) Xxxxxxx Freddie Mac (the “Xxxxxxx Mac Transfer”"Freddie Xxx Xrxxxfer"); 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 Fannie Mae or Xxxxxxx Freddie Mac (as the case may be) and any servicer in connection with a Whole xxxxxction wixx x Xxole Loan Transfer, a seller’s '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 Closing Date and to represent and warrant that the Seller has serviced the Mortgage Loans in accordance with this Agreement, in each case, as of the settlement or closing date in connection with such Reconstitution. The Seller shall provide to such servicer or issuer, as the case may be, and any other participants or purchasers in such Reconstitution: (i) any and all information and appropriate verification of information which may be reasonably available to the Seller or its Affiliates, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection with fulfilling its obligations hereunder with respect to servicing and administering the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain 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.

Reconstitution of Mortgage Loans. (a) The Seller acknowledges and the Purchaser agree agrees 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 (eacheffect, a “Reconstitution”) of some or all of upon prior notice to the Mortgage Loans then subject to this AgreementSeller, without recourse, toeither: (i) Xxxxxx Mae under its Cash Purchase Program one or MBS Program (Special Servicing Option) more sales of the Mortgage Loans as whole loan transfers (each, a “Xxxxxx Xxx "Whole Loan Transfer”"); or; (ii) Xxxxxxx Mac (the “Xxxxxxx Mac Transfer”)one or more Agency Transfers; orand/or (iii) one or more third party purchasers in one sales of the Mortgage Loans as public or more Whole Loan Transfers; orprivate pass-through transfers (each, a "Pass-Through Transfer"). (ivb) 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, Agency Transfer and each Securitization Transfer entered into by or Pass-Through Transfer, as the Purchasercase may be, the Seller agrees agrees: (1i) to cooperate fully reasonably with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence procedures; that do not result in an undue burden or expense of the Seller; (2ii) to execute, deliver and perform execute all Reconstitution Agreements required by Agreements, including, without limitation, an Assignment, Assumption and Recognition Agreement in the Purchaser; form attached hereto as Exhibit D and an Indemnification Agreement in the form attached hereto as Exhibit J, provided that the Seller is given an opportunity to review and reasonably negotiate in good faith the content of such documents not specifically referenced or provided for herein; (3iii) to restate make all 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 date of the related Closing Date Whole Loan Transfer, Agency Transfer or Pass-Through Transfer; (iv) to deliver to the Purchaser (a) for inclusion in any prospectus or other offering material such publicly available information regarding the Seller and its financial condition and any additional information reasonably requested by the Purchaser, (b) any similar nonpublic, unaudited financial information (which the Purchaser may, at its option and its cost, have audited by certified public accountants) and such other information as is reasonably requested by the Purchaser and which the Seller is capable of providing without unreasonable effort or expense, and to represent indemnify the Purchaser and warrant that its Affiliates for any losses, costs or damages incurred by any of them directly related to any material misstatements contained in such information or for any omissions of material fact required to be stated therein to the extent such information is provided by the Seller has serviced specifically for use in a prospectus or other offering material; provided, that, the Mortgage Loans Purchaser shall indemnify the Seller and its Affiliates for any losses, costs or damages related to any material misstatements contained in accordance with this Agreementany prospectus or other offering material other than in such information provided by the Seller specifically for use therein or for any omissions of material fact required to be stated therein and (c) such statements and audit letters of reputable, certified public accountants pertaining to information provided by the Seller pursuant to clause (a) above as shall be reasonably requested by the Purchaser; and (v) to deliver to the Purchaser, and to any Person designated by the Purchaser, opinions of counsel in each case, a form reasonably acceptable to the Purchaser as of are customarily delivered by sellers and servicers and reasonably determined by the settlement or closing date Purchaser to be necessary in connection with such Reconstitution. The Seller shall provide to such servicer Whole Loan Transfers, Agency Transfers or issuerPass-Through Transfers, as the case may be, and it being understood that the cost of any opinions of counsel (other participants or purchasers in such Reconstitution: (ithan in-house counsel) any and all information and appropriate verification of information which that may be reasonably available to the Seller required for a Whole Loan Transfer, Agency Transfer or its Affiliates, whether through letters of its auditors and counsel or otherwisePass-Through Transfer, as the Purchaser or any such other participant case may be, shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers be the responsibility of the Purchaser. (c) In order to facilitate compliance with Regulation AB the Seller as are reasonably believed necessary by and the Purchaser or any such other participant; and (iii) agree to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by comply with the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially provisions of the form Regulation AB Compliance Addendum attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. F. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s 's fees, incurred by the Seller in response to requests for information or assistance under this Section; provided, other than such outhowever, that the attorney's fees for each Whole Loan Transfer, Agency Transfer or Pass-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by Through Transfer in which disclosure related to the Seller is included in connection with fulfilling its obligations hereunder with respect to servicing the offering document shall equal a fixed-fee of $3,000, and administering the related Mortgage Loansattorney's fees for any other Whole Loan Transfer, Agency Transfer or Pass-Through Transfer shall equal a fixed-fee of $1,500. All Mortgage Loans not sold or transferred pursuant to a Reconstitution Whole Loan Transfer, Agency Transfer or Pass-Through Transfer shall remain be subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement, Agreement and with respect thereto this Agreement shall remain in full force and effect.

Reconstitution of Mortgage Loans. (a) The Seller acknowledges and the Purchaser agree agrees 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, toeither: (i) Xxxxxx Mae under its Cash Purchase Program one or MBS Program (Special Servicing Option) more sales of the Mortgage Loans as whole loan transfers (each, a “Xxxxxx Xxx "Whole Loan Transfer”"); orand/or (ii) Xxxxxxx Mac one or more sales of the Mortgage Loans as pass-through transfers (the “Xxxxxxx Mac each, a "Pass-Through Transfer”"); orand/or (iii) one or more third party purchasers in one or more Whole Loan Transfers; orsales of the Mortgage Loans as agency transfers (each, an "Agency Transfer"). (ivb) 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, Agency Transfer and each Securitization Transfer entered into by or Pass-Through Transfer, as the Purchasercase may be, the Seller agrees agrees: (1i) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and reasonable due diligence procedures; (2) to executeprocedures including participating in meetings with rating agencies, deliver bond insurers and perform all Reconstitution Agreements required by such other parties as the Purchaser; Purchaser shall designate and (3) to restate the representations and warranties set forth participating in Section 3.01 meetings with prospective purchasers 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 Closing Date and to represent and warrant that the Seller has serviced the Mortgage Loans in accordance with this Agreement, in each case, as of the settlement or closing date in connection with interests therein and providing information reasonably requested by such Reconstitution. The Seller shall provide to such servicer or issuer, as the case may be, and any other participants or purchasers in such Reconstitution: (i) any and all information and appropriate verification of information which may be reasonably available to the Seller or its Affiliates, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall reasonably request; purchasers; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy execute all conditions set forth in any indemnity agreement agreements required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred executed by the Seller in connection with fulfilling its such Whole Loan Transfer, Agency Transfer or Pass-Through Transfer provided that such agreements will not contain any greater obligations hereunder with respect to servicing and administering on the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject to 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; (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 continue be reasonably requested by the Purchaser; (iv) to deliver to the Purchaser, and to any Person designated by the Purchaser, such in-house opinions of counsel in a form reasonably acceptable to the Purchaser as are customarily delivered by servicers and reasonably determined by the Purchaser to be serviced necessary in accordance connection with Whole Loan Transfers, Agency Transfers or Pass-Through Transfers. (v) the terms third party costs incurred by Seller in connection with compliance with this Section 11.01, including but not limited to the costs of this Agreementopinions of outside special counsel that may be required for a Whole Loan Transfer, and with respect thereto this Agreement Agency Transfer or Pass-Through Transfer, shall remain in full force and effectbe the responsibility of the Purchaser.

Reconstitution of Mortgage Loans. The Seller and the Purchaser agree that with respect to some or all of the Mortgage Loans, after during the related Closing DateInterim Servicing Period, on one or more dates (each, a “"Reconstitution Date”") at the Purchaser’s '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: (ia) Xxxxxx Fannie Mae under its Cash Purchase Program or MBS Program (Special Servicing Xxxxxcxxx Option) (each, a “Xxxxxx Xxx "Fannie Mae Transfer”"); or (iib) Xxxxxxx Freddie Mac (the “Xxxxxxx Mac "Freddxx Xxx Transfer”"); or (iiic) one or more xx xxxx third party purchasers partx xxxxxasers in one or more Whole Loan Transfers; or (ivd) 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 Fannie Mae or Xxxxxxx Freddie Mac (as the case may be) and any servicer in connection with a Whole xxxxxcxxxn wixx x Xxole Loan Transfer, a seller’s '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 Assignment, Assumption 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 Closing Date and to represent and warrant that the Seller has serviced the Mortgage Loans in accordance with this Agreement, in each case, as of the settlement or closing date in connection with such Reconstitution. The Seller shall provide to such servicer or issuer, as the case may be, and any other participants or purchasers in such Reconstitution: (i) any and all information and appropriate verification of information which may be reasonably available to the Seller or its Affiliates, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection with fulfilling its obligations hereunder with respect to servicing and administering the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain 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.

Reconstitution of Mortgage Loans. (a) The Seller acknowledges and the Purchaser agree agrees that with respect to some or all of the Mortgage Loans, after the related Closing DatePurchaser may effect, on upon ten (10) Business Days (or as otherwise agreed) prior written notice to the Seller, either: (i) one or more dates sales of the Mortgage Loans as whole loan transfers (each, a “Reconstitution DateWhole Loan Transfer”); (ii) at one or more Agency Transfers; and/or (iii) one or more sales of the Purchaser’s sole optionMortgage Loans directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or an issuance of publicly offered or privately placed, rated or unrated securities, the Purchaser may effect a sale (eachpayments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, a “Reconstitution”) in whole or in part, 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 TransferSecuritization Transaction”); or. (iib) 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, Agency Transfer and each or Securitization Transfer entered into by Transaction, as the Purchasercase may be, the Seller agrees agrees: (1i) to cooperate fully reasonably with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence procedures; procedures with respect to the preparation of the Mortgage Loan Documents and other related documents and with respect to servicing requirements reasonably requested by the Rating Agencies; (2ii) to execute, deliver and perform execute all Reconstitution Agreements agreements required to be executed by the Purchaser; Seller in connection with such Whole Loan Transfer, Agency Transfer or Securitization Transaction, including without limitation, any Reconstitution Agreement and Indemnification Agreement provided that the Seller is given an opportunity to review and reasonably negotiate in good faith the content of such documents not specifically referenced or provided for herein; (3iii) to restate make all 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 date of the related Closing Date Whole Loan Transfer, Agency Transfer or Securitization Transaction; (iv) to deliver to the Purchaser (a) for inclusion in any prospectus or other offering material such publicly available information regarding the Seller, its underwriting guidelines, its financial condition, its mortgage loan delinquency, foreclosure and loss experience and any additional information reasonably requested by the Purchaser, (b) any similar nonpublic, unaudited financial information (which the Purchaser may, at its option and its cost, have audited by certified public accountants) and such other information as is reasonably requested by the Purchaser and which the Seller is capable of providing without unreasonable effort or expense, and to represent indemnify the Purchaser and warrant that its Affiliates for any losses, costs or damages incurred by any of them directly related to any material misstatements contained in such information or for any omissions of material fact required to be stated therein to the extent such information is provided by the Seller has serviced specifically for use in a prospectus or other offering material; provided, that, the Mortgage Loans Purchaser shall indemnify the Seller and its Affiliates for any losses, costs or damages related to any material misstatements contained in accordance with this Agreementany prospectus or other offering material other than in such information provided by the Seller specifically for use therein or for any omissions of material fact required to be stated therein and (c) such statements and audit letters of reputable, certified public accountants pertaining to information provided by the Seller pursuant to clause (a) above as shall be reasonably requested by the Purchaser; and (v) to deliver to the Purchaser, and to any Person designated by the Purchaser, opinions of counsel in each casea form reasonably acceptable to the Purchaser if required as a condition of (a) a Rating Agency to rate such Securitization Transfer, as of (b) a party to a Whole Loan Transfer, Agency Transfer or Securitization Transaction (other than the settlement Purchaser or closing date in connection with such Reconstitution. The Seller shall provide to such servicer or issuerdepositor), as the case may be, and to enter into a Reconstitution Agreement, (c) a co-underwriter to the closing of a Securitization Transaction, or (d) an investor to purchase a class of securities, it being understood that the cost of any opinions of counsel (other participants or purchasers in such Reconstitution: (ithan in-house counsel opinions which cost shall be deemed to be $0) any and all information and appropriate verification of information which that may be reasonably available to the Seller required for a Whole Loan Transfer, Agency Transfer or its Affiliates, whether through letters of its auditors and counsel or otherwiseSecuritization Transaction, as the Purchaser or any such other participant case may be, shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers be the responsibility of the Purchaser; (vi) to negotiate and execute one or more subservicing agreements between the Seller as are reasonably believed necessary and any master servicer which is generally considered to be a prudent master servicer in the secondary mortgage market, designated by the Purchaser in its sole discretion after consultation with the Seller and/or one or any more custodial and servicing agreements among the Purchaser, the Seller and a third party custodian/trustee which is generally considered to be a prudent custodian/trustee in the secondary mortgage market designated by the Purchaser in its sole discretion after consultation with the Seller, in either case for the purpose of pooling the Mortgage Loans with other mortgage loans for resale or securitization; and (vii) upon request by the Purchaser, to execute a pooling and servicing agreement, which pooling and servicing agreement may, at the Purchaser’s direction, contain contractual provisions including, but not limited to, a 24-day certificate payment delay (54-day total payment delay), servicer advances of delinquent scheduled payments of principal and interest through liquidation (unless deemed non-recoverable) and prepayment interest shortfalls (to the extent of the monthly servicing fee payable thereto), servicing and mortgage loan representations and warranties which conform to the representations and warranties in this Agreement and to secondary market standards for securities backed by mortgage loans similar to the Mortgage Loans and such provisions with regard to servicing responsibilities, investor reporting, segregation and deposit of principal and interest payments, custody of the Mortgage Loans, and other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement covenants as are required by the Purchaser and one or any such participantmore nationally recognized rating agencies for mortgage pass-through transactions. (c) In order to facilitate compliance with Regulation AB, including, without limitation, an Indemnification the Seller and Contribution Agreement in substantially the form Purchaser agree to comply with the provisions of the Regulation AB Compliance Addendum attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution F. (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (id) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a each Whole Loan Transfer and Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005Transaction, the Seller shall deliver to the depositor, the master servicer (if any) establish and the trustee for the securitization trust in the Securitization Transfer, maintain one or more Custodial Accounts and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC Escrow Accounts with respect to the securitization trustMortgage Loans sold pursuant to such Whole Loan Transfer or Securitization Transaction, which accounts shall be established and maintained in addition to, and separate and apart from, any other Custodial Account or Custodial Accounts and Escrow Account or Escrow Accounts established and maintained pursuant to this Agreement. The sale or transfer of the Mortgage Loans pursuant to a Whole Loan Transfer or Securitization Transaction shall be deemed to create a separate and distinct servicing agreement by the Seller shall indemnify and hold harmless the depositorwith respect to such Mortgage Loan or Loans. In connection therewith, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct obligation of the Seller in connection therewith. If the indemnification provided respect of compensating interest payments for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute Prepayment Interest Shortfalls with respect to the amount paid Mortgage Loans sold pursuant to a Whole Loan Transfer or payable Securitization Transaction, or sold pursuant to one Whole Loan Transfer or Securitization Transaction and separated by such indemnified party as loan group (each, a result “Loan Group”), shall accrue with respect to the related Mortgage Loans or Loan Group, and shall not be made on an aggregate basis with all of the losses, claims, damages Mortgage Loans purchased pursuant to or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with this Agreement or with the Mortgage Loans of a breach of the Seller’s obligations under this paragraph or different Loan Group. In addition, any material misstatement or omission, negligence, bad faith or willful misconduct reimbursement of the Seller in connection therewithrespect of Monthly Advances, Servicing Advances and unreimbursed Servicing Fees shall be reimbursed first on a loan by loan basis and, if reimbursed out of general collections on the related Mortgage Loans, shall be reimbursed from collections on the Mortgage Loans sold pursuant to the related Whole Loan Transfer or Securitization Transaction or, with respect to Mortgage Loans sold pursuant to one Whole Loan Transfer or Securitization Transaction and separated by Loan Group, out of collections of the Mortgage Loans in the related Loan Group. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, fees incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expensesprovided, costs and feeshowever, including reasonable that the attorney’s feesfees for each Whole Loan Transfer, incurred by the Seller in connection with fulfilling its obligations hereunder with respect to servicing and administering the related Mortgage LoansAgency Transfer or Securitization Transaction shall equal a fixed-fee of $3,000. All Mortgage Loans not sold or transferred pursuant to a Reconstitution Whole Loan Transfer, Agency Transfer or Securitization Transaction shall remain be subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement, Agreement and with respect thereto this Agreement shall remain in full force and effect.

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 '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 Fannie Mae under its Cash Purchase Program or MBS Program (Special Xxxxxal Servicing Option) (each, a “Xxxxxx Xxx "Fannie Mae Transfer”"); or (ii) Xxxxxxx Freddie Mac (the “Xxxxxxx Mac "Frxxxxx Mxx 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 Fannie Mae or Xxxxxxx Freddie Mac (as the case may be) and any servicer in connection with a xx xxxnection xxxx x Whole Loan Transfer, a seller’s '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 Closing Date and to represent and warrant that the Seller has serviced the Mortgage Loans in accordance with this Agreement, in each case, as of the settlement or closing date in connection with such Reconstitution. The Seller shall provide to such servicer or issuer, as the case may be, and any other participants or purchasers in such Reconstitution: (i) any and all information and appropriate verification of information which may be reasonably available to the Seller or its Affiliates, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection with fulfilling its obligations hereunder with respect to servicing and administering the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain 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.that

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 '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 Fannie Mae under its Cash Purchase Program or MBS Program (Special Servicing Xxxxxcing Option) (each, a “Xxxxxx Xxx "Fannie Mae Transfer”"); or (ii) Xxxxxxx Freddie Mac (the “Xxxxxxx Mac Transfer”"Freddie Max Xxxxsxxx"); 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 Fannie Mae or Xxxxxxx Freddie Mac (as the case may be) and any servicer in connection with a Whole xxxxxction wixx x Xxole Loan Transfer, a seller’s '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 Closing Date and to represent and warrant that the Seller has serviced the Mortgage Loans in accordance with this Agreement, in each case, as of the settlement or closing date in connection with such Reconstitution. The Seller shall provide to such servicer or issuer, as the case may be, and any other participants or purchasers in such Reconstitution: (i) any and all information and appropriate verification of information which may be reasonably available to the Seller or its Affiliates, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection with fulfilling its obligations hereunder with respect to servicing and administering the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain 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.that

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 '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 Fannie Mae under its Cash Purchase Program or MBS Program (Special Sxxxial Servicing Option) (each, a “Xxxxxx Xxx "Fannie Mae Transfer”"); or (ii) Xxxxxxx Freddie Mac (the “Xxxxxxx Mac Transfer”"Freddie Xxx Xxansfer"); or (iii) one or more third xxxx xxird party purchasers 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. 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 DateTransactions. The Seller agrees to execute in connection with any Agency Transfer, any and all reasonably acceptable pool purchase contracts, and/or agreements reasonably acceptable to the Seller among the Purchaser, the Seller, Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac (as the case may be) and any servicer in connection with connxxxxxx xxxh a Whole Loan Xxxxx Xoan Transfer, a seller’s '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 TransferTransaction, 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 I (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 Closing Date and to represent and warrant that the Seller has serviced the Mortgage Loans in accordance with this Agreement, in each case, as of the settlement or closing date in connection with such Reconstitution. The Seller shall provide to such servicer or issuer, as the case may be, and any other participants or purchasers in such Reconstitution: (i) any and all information and appropriate verification of information which may be reasonably available to the Seller or its Affiliates, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection with fulfilling its obligations hereunder with respect to servicing and administering the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain 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.

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 '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 Fannie Mae under its Cash Purchase Program or MBS Program Xxxxrxx (Special Servicing Option) (each, a “Xxxxxx Xxx "Fannie Mae Transfer”"); or (ii) Xxxxxxx Xxxddie Mac (the “Xxxxxxx "Freddie Mac Transfer”"); or (iii) one or more onx xx xxre third party purchasers 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 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 DateTransactions. The Seller agrees to execute in connection with any Agency Transfer, any and all reasonably acceptable pool purchase contracts, and/or agreements reasonably acceptable to the Seller among the Purchaser, the Seller, Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac (as the case may be) and any servicer in connection with connexxxxx wxxx a Whole Loan Wxxxx Xxan Transfer, a seller’s '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 TransferTransaction, 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 I (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 Closing Date and to represent and warrant that the Seller has serviced the Mortgage Loans in accordance with this Agreement, in each case, as of the settlement or closing date in connection with such Reconstitution. The Seller shall provide to such servicer or issuer, as the case may be, and any other participants or purchasers in such Reconstitution: (i) any and all information and appropriate verification of information which may be reasonably available to the Seller or its Affiliates, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection with fulfilling its obligations hereunder with respect to servicing and administering the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain 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.

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 '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 Fannie Mae under its Cash Purchase Program or MBS Program (Special Servicing Option) (each, a “Xxxxxx Xxx "Fannie Mae Transfer”"); or (ii) Xxxxxxx Freddie Mac (the “Xxxxxxx "Xxxxdxx Mac Transfer”"); or (iiiixx) one xxx or more third party thxxx xxxty 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 Fannie Mae or Xxxxxxx Freddie Mac (as the case may be) and any servicer in connection with a xx xxnnection xxxx x Whole Loan Transfer, a seller’s '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 Closing Date and to represent and warrant that the Seller has serviced the Mortgage Loans in accordance with this Agreement, in each case, as of the settlement or closing date in connection with such Reconstitution. The Seller shall provide to such servicer or issuer, as the case may be, and any other participants or purchasers in such Reconstitution: (i) any and all information and appropriate verification of information which may be reasonably available to the Seller or its Affiliates, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection with fulfilling its obligations hereunder with respect to servicing and administering the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain 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.

Reconstitution of Mortgage Loans. (a) The Seller and the Servicer acknowledge and the Purchaser agree agrees that with respect to some or all of the Mortgage Loans, after the related Closing Date, on Purchaser may effect either: (i) one or more dates sales of the Mortgage Loans as whole loan transfers (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 Whole Loan Transfer”); orand/or (ii) Xxxxxxx Mac (the “Xxxxxxx Mac Transfer”)one or more Agency Transfers; orand/or (iii) one or more third party purchasers in one sales of the Mortgage Loans as public or more Whole Loan Transfers; orprivate pass-through transfers (each, a “Pass-Through Transfer”). (ivb) 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, Agency Transfer and each Securitization Transfer entered into by or Pass-Through Transfer, as the Purchasercase may, the Seller agrees and the Servicer agree: (1i) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence procedures; 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 contained in the Mortgage Loan Schedule including any diskette or other related data tapes provided as reasonably requested by such purchasers; (2ii) to execute, deliver and perform execute all Reconstitution Agreements agreements required to be executed by the Purchaser; Seller and Servicer in connection with such Whole Loan Transfer, Agency Transfer or Pass-Through Transfer provided that any such agreements be consistent with the terms hereof and impose no greater duties, liabilities or obligations upon the Seller than those set forth herein and provided that each of the Seller and the Servicer is given an opportunity to review and reasonably negotiate in good faith the content of such documents not specifically referenced or provided for herein; (3iii) either (a) for the period commencing on the related Closing Date and continuing for six (6) months thereafter, to restate make all the representations and warranties set forth in Section 3.01 of this Agreement and solely with respect to the Seller, Section 3.02, as of the date of the Whole Loan Transfer, Agency Transfer or Pass-Through Transfer, provided, that, with respect to representations and warranties for which modifications may be necessary to reflect changes due to events that may have occurred since the related Reconstitution Closing Date, such representations and warranties shall be restated as of the date of the related Whole Loan Transfer, Agency Transfer or Pass-Through Transfer but modified, if necessary, to restate reflect changes due to events that may have occurred from the related Closing Date through the related Transfer Date or (b) for the period thereafter, to make all the representations and warranties set forth in Section 3.02 of this Agreement as 3.01 and with respect to Section 3.02, only those representations and warranties that pertain to the continuing obligations of the related Closing Date and to represent and warrant that the Seller has serviced the Mortgage Loans in accordance with this Agreement, in each caseServicer, as of the settlement date of the Whole Loan Transfer, Agency Transfer or closing Pass-Through Transfer, as specified in a letter from the Purchaser to the Seller and the Servicer (substantially in the form of Exhibit H hereto) indicating the date of the Whole Loan Transfer, Agency Transfer or Pass-Through Transfer and the applicable Mortgage Loans. No other document need be prepared indicating that the Seller and the Servicer are making such representations and warranties as to the applicable Mortgage Loans as of such date; (iv) to negotiate and execute one or more master servicing agreements between the Servicer and any third party servicer which is servicing loans on behalf of the Purchaser providing for the Servicer to master service such Mortgage Loans on behalf of the Purchaser, provided that any such agreements be consistent with the terms hereof and impose no greater duties, liabilities or obligations upon the Seller than those set forth herein and provided that each of the Seller and the Servicer is given an opportunity to review and reasonably negotiate in good faith the content of such documents not specifically referenced or provided for herein; (v) to negotiate and execute one or more subservicing agreements between the Servicer and any master servicer which is generally considered to be a prudent master servicer in the secondary mortgage market designated by the Purchaser in its sole discretion after consultation with the Servicer and/or one or more custodial and servicing agreements among the Purchaser or an affiliate of the Purchaser, 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 Purchaser 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, provided that any such agreements be consistent with the terms hereof and impose no greater duties, liabilities or obligations upon the Seller than those set forth herein and provided that each of the Seller and the Servicer is given an opportunity to review and reasonably negotiate in good faith the content of such documents not specifically referenced or provided for herein; (vi) in connection with any securitization of any Mortgage Loans, to execute a pooling and servicing agreement, which pooling and servicing agreement may, at the Purchaser’s direction, contain contractual provisions including, but not limited to, a 24-day certificate payment delay (54-day total payment delay), servicer advances of delinquent scheduled payments of principal and interest through liquidation (unless deemed non-recoverable) and payment of compensating interest with respect to prepayment interest shortfalls (to the extent of the monthly servicing fee payable thereto), servicing and mortgage loan representations and warranties which in form and substance conform to secondary market standards for securities backed by mortgage loans similar to the Mortgage Loans and such Reconstitution. The provisions with regard to servicing responsibilities, investor reporting (including without limitation, the obligation to deliver an officer’s certificate related to the Xxxxxxxx-Xxxxx Act of 2002 to the depositor, the master servicer, if any, and the trustee, in the form attached hereto as Exhibit I, or in such other form as may be required under the ABS Rules, as defined in clause (c) below), segregation and deposit of principal and interest payments, custody of the Mortgage Loans, and other covenants as are required by the Purchaser and one or more nationally recognized rating agencies for “AAA” rated mortgage pass-through transactions which are “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, unless otherwise mutually agreed, provided that any such agreements be consistent with the terms hereof and impose no greater duties, liabilities, or obligations upon the Seller than those set forth herein and provided that each of the Seller and the Servicer is given an opportunity to review and reasonably negotiate in good faith the content of such documents not specifically referenced or provided for herein; (vii) to deliver to the Purchaser and to any Person designated by the Purchaser (a) for inclusion in any prospectus or other offering material such publicly available information regarding the Seller and the Servicer, its financial condition and its mortgage loan delinquency, foreclosure and loss experience and any additional information requested by the Purchaser, (b) any similar non public, unaudited financial information (which the Purchaser may, at its option and at its cost, have audited by certified public accountants) and such other information as is reasonably requested by the Purchaser and which the Seller and the Servicer are capable of providing without unreasonable effort or expense, and to indemnify the Purchaser and its affiliates for material misstatements or omissions contained in such information, and (c) such statements and audit letters of reputable, certified public accountants pertaining to information provided by the Seller and the Servicer pursuant to clause (a) above as shall provide be reasonably requested by the Purchaser; and (viii) to such servicer deliver to the Purchaser, and to any Person designated by the Purchaser, opinions of counsel in a form reasonably acceptable to the Purchaser as are customarily delivered by sellers and servicers and reasonably determined by the Purchaser to be necessary in connection with Whole Loan Transfers, Agency Transfers or issuerPass-Through Transfers, as the case may be, and it being understood that the cost of any opinions of counsel (other participants or purchasers in such Reconstitution: (ithan in-house counsel) any and all information and appropriate verification of information which that may be reasonably available to the Seller required for a Whole Loan Transfer, Agency Transfer or its Affiliates, whether through letters of its auditors and counsel or otherwisePass-Through Transfer, as the Purchaser or any such other participant case may be, shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers be the responsibility of the Seller as are reasonably believed necessary by Purchaser. (c) Notwithstanding the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the otherforegoing, in connection with a breach the effectiveness of final rules promulgated by the Seller’s obligations under this paragraph Commission related to asset-backed securities (Release Nos. 33-8518; 34-50905) (as such rules may be amended or any material misstatement or omissionmodified from time to time, negligencethe “ABS Rules”), bad faith or willful misconduct of the Seller and Servicer shall fully cooperate with the Purchaser in connection therewith. The Purchaser shall reimburse the Seller for any providing such other statements and all out-of-pocket expenses, costs reports and feesproviding such additional disclosure and other information, including reasonable attorney’s feesbut not limited to static pool data, incurred as required by the Seller and in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection with fulfilling its obligations hereunder with respect to servicing and administering the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject to this Agreement and shall continue to be serviced in accordance conformance with the terms of this Agreement, and with respect thereto this Agreement shall remain in full force and effectABS Rules.

Reconstitution of Mortgage Loans. (a) The Seller acknowledges and the Purchaser agree agrees 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, toeither: (i) Xxxxxx Mae under its Cash Purchase Program one or MBS Program (Special Servicing Option) (each, a “Xxxxxx Xxx Transfer”)more sales of the Mortgage Loans as Whole Loan Transfers; orand/or (ii) Xxxxxxx Mac (one or more sales of the “Xxxxxxx Mac Mortgage Loans as Pass-Through Transfer”); orand/or (iii) one or more third party purchasers in one or more Whole Loan Transfers; orsales of the Mortgage Loans as Agency Transfer. (ivb) 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, Pass-Through Transfer and each Securitization Transfer entered into by or Agency Transfer, as the Purchasercase may, the Seller agrees agrees: (1i) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence procedures; 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 contained in the Mortgage Loan Schedule including any diskette or other related data tapes provided as reasonably requested by such purchasers; (2ii) to executeexecute all agreements reasonably required to be executed by the Seller in connection with such Whole Loan Transfer, Pass-Through Transfer or Agency Transfer provided that each of the Seller and the Purchaser is given an opportunity to review and reasonably negotiate in good faith the content of such documents not specifically referenced or provided for herein; (iii) to make the representations and warranties regarding the Seller with respect to Sections 3.01 and 3.02, as of the date of the Whole Loan Transfer, Pass-Through Transfer or Agency Transfer; provided that such representations and warranties shall not be made if such Whole Loan Transfer, Pass-Through Transfer or Agency Transfer is made later than thirty (30) days after the Closing Date; (iv) to negotiate and execute one or more subservicing agreements between the Seller and any master servicer which is generally considered to be a prudent master servicer in the secondary mortgage market designated by the Purchaser in its sole discretion after consultation with the Seller and/or one or more custodial and servicing agreements among the Purchaser or an affiliate of the Purchaser, the Seller and a third party custodian/trustee which is generally considered to be a prudent custodian/trustee in the secondary mortgage market designated by the Purchaser in its sole discretion after consultation with the Seller, in either case for the purpose of pooling the Mortgage Loans with other mortgage loans for resale or securitization; (v) in connection with any Pass-Through Transfer or Agency Transfer of any Mortgage Loans, to execute a pooling and servicing agreement, which pooling and servicing agreement may, at the Purchaser's direction, contain contractual provisions including, but not limited to, servicer advances of delinquent scheduled payments of principal and interest through liquidation (unless deemed non-recoverable) and payment of compensating interest with respect to prepayment interest shortfalls (to the extent of the monthly servicing fee payable thereto), servicing and mortgage loan representations and warranties and indemnifications with respect thereto which in form and substance conform to secondary market standards for securities backed by mortgage loans similar to the Mortgage Loans and such provisions with regard to servicing responsibilities, investor reporting, segregation and deposit of principal and interest payments, custody of the Mortgage Loans, and other covenants as are required by the Purchaser and one or more nationally recognized rating agencies for "AAA" rated mortgage pass-through transactions which are "mortgage related securities" for purposes of the Secondary Mortgage Market Enhancement Act of 1984, unless otherwise mutually agreed. The pooling and servicing agreement shall be reasonably satisfactory in form and substance to the Seller and the representations and warranties and servicing provisions contained therein shall be substantially similar to those contained in this Agreement and shall not contain any obligation materially more onerous than those contained herein unless otherwise mutually agreed by the parties. Seller agrees that, in the event that the Rating Agencies impose unreasonably large subordination levels or other unreasonable requirements for credit support in connection with any Pass-Through Transfer or Agency Transfer due to the fact that the Seller will be acting as special servicer with respect to the Mortgage Loans that become more than 90 days delinquent, the Seller shall, upon request of the Purchaser, transfer the special servicing of such Mortgage Loans to any entity approved to act as a special servicer designated by the Purchaser. In the event that the Purchaser is required to repurchase any such Mortgage Loan pursuant to the terms of such pooling and servicing agreement, the Purchaser shall give notice of such repurchase to the Seller and such Mortgage Loan shall become such to the terms of this Agreement (vi) to deliver to the Purchaser and perform all Reconstitution Agreements required to any Person designated by the Purchaser (a) 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 and loss experience and any additional information requested by the Purchaser, (b) any similar non public, unaudited financial information (which the Purchaser may, at its option and at its cost, have audited by certified public accountants) and such other information as is reasonably requested by the Purchaser and which the Seller is capable of providing without unreasonable effort or expense, and to indemnify the Purchaser and its affiliates for material misstatements contained in such information, and (c) such statements and audit letters of reputable, certified public accountants pertaining to information provided by the Seller pursuant to clause (a) above as shall be reasonably requested by the Purchaser; and and (3vii) to restate deliver to the representations and warranties set forth in Section 3.01 of this Agreement as of the related Reconstitution DatePurchaser, to restate the representations and warranties set forth in Section 3.02 of this Agreement as of the related Closing Date and to represent any Person designated by the Purchaser, such legal documents and warrant that in-house opinions of counsel in a form reasonably acceptable to the Seller has serviced Purchaser as are customarily delivered by servicers and reasonably determined by the Mortgage Loans in accordance with this Agreement, in each case, as of the settlement or closing date Purchaser to be necessary in connection with such Reconstitution. The Seller shall provide to such servicer Whole Loan Transfers, Pass-Through Transfers or issuerAgency Transfers, as the case may be, and it being understood that the cost of any other participants or purchasers in such Reconstitution: (i) any and all information and appropriate verification opinions of information which outside special counsel that may be reasonably available to the Seller required for a Whole Loan Transfer, Pass-Through Transfer or its Affiliates, whether through letters of its auditors and counsel or otherwiseAgency Transfer, as the Purchaser or any such other participant case may be, shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers be the responsibility of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection with fulfilling its obligations hereunder with respect to servicing and administering the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain 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.

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 '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 Fannie Mae under its Cash Purchase Program or MBS Program (Special Xpecial Servicing Option) (each, a “Xxxxxx Xxx "Fannie Mae Transfer”"); or (ii) Xxxxxxx Freddie Mac (the “Xxxxxxx Mac "Xxxxxix Xac Transfer”"); or (iiiiix) one xxx or more third party thixx xxxxy 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 Fannie Mae or Xxxxxxx Freddie Mac (as the case may be) and any servicer in connection with a xx xxxnection xxxx x Whole Loan Transfer, a seller’s '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 Closing Date and to represent and warrant that the Seller has serviced the Mortgage Loans in accordance with this Agreement, in each case, as of the settlement or closing date in connection with such Reconstitution. The Seller shall provide to such servicer or issuer, as the case may be, and any other participants or purchasers in such Reconstitution: (i) any and all information and appropriate verification of information which may be reasonably available to the Seller or its Affiliates, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the Purchaser or any such other participant; and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser or any such participant, including, without limitation, an Indemnification and Contribution Agreement in substantially the form attached hereto as Exhibit I. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser to effect such Reconstitution. The Seller shall indemnify the Purchaser, each Affiliate of the Purchaser participating in the Reconstitution and each Person who controls the Purchaser or such Affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information provided by or on behalf of the Seller regarding the Seller or any affiliated servicer, the Seller’s or any affiliated servicer’s servicing practices or performance or the Underwriting Standards set forth in any offering document prepared in connection with any Reconstitution (the “Seller Information”). For purposes of the previous sentence, “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement. In connection with any Reconstitution, the Purchaser shall execute an Indemnification and Contribution Agreement substantially in the form of Exhibit I attached hereto, which in any case, shall provide that the Purchaser shall indemnify the Seller and each Person who controls the Seller and its directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to any information, other than (i) the Seller Information or (ii) any information regarding the Mortgage Loans set forth in any offering document prepared in connection with any Reconstitution that is derived from loan-level information provided by the Seller to the Purchaser, the related depositor or any of their Affiliates, set forth in any offering document prepared in connection with any Reconstitution. With respect to any Mortgage Loans sold in a Securitization Transfer where the Seller is the servicer, the Seller agrees that on or before March 15th of each year beginning March 15, 2005, the Seller shall deliver to the depositor, the master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, and their officers and directors, a certification in the form attached as Exhibit J hereto, executed by the senior officer in charge of servicing at the Seller for use in connection with any Form 10-K to be filed with the SEC with respect to the securitization trust. The Seller shall indemnify and hold harmless the depositor, the master servicer (if any) and the trustee, and their respective officers and directors, from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for in the preceding sentence is unavailable or insufficient to hold harmless any indemnified party, then the Seller agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities of such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party, on the one hand, and the Seller, on the other, in connection with a breach of the Seller’s obligations under this paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of the Seller in connection therewith. The Purchaser shall reimburse the Seller for any and all out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in response to requests for information or assistance under this Section, other than such out-of-pocket expenses, costs and fees, including reasonable attorney’s fees, incurred by the Seller in connection with fulfilling its obligations hereunder with respect to servicing and administering the related Mortgage Loans. All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain 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.