Common use of Reconstitution of Mortgage Loans Clause in Contracts

Reconstitution of Mortgage Loans. (a) The Seller acknowledges and the Purchaser agrees that with respect to some or all of the Mortgage Loans, the Purchaser may effect either: (i) one or more sales of the Mortgage Loans as whole loan transfers (each, a "Whole Loan Transfer"); and/or (ii) one or more sales of the Mortgage Loans as pass-through transfers (each, a "Pass-Through Transfer"); and/or (iii) one or more sales of the Mortgage Loans as agency transfers (each, an "Agency Transfer"). (b) With respect to each Whole Loan Transfer, Agency Transfer or Pass-Through Transfer, as the case may be, the Seller agrees: (i) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and reasonable due diligence procedures including participating in meetings with rating agencies, bond insurers and such other parties as the Purchaser shall designate and participating in meetings with prospective purchasers of the Mortgage Loans or interests therein and providing information reasonably requested by such purchasers; (ii) to execute all agreements required to be executed by the Seller in connection with such Whole Loan Transfer, Agency Transfer or Pass-Through Transfer provided that such agreements will not contain any greater obligations on the part of Seller as are contained in this Agreement and Seller is given an opportunity to review and reasonably negotiate in good faith the content of such documents; provided, however, that in no event will Seller be required to restate any representations or warranties contained in Section 3.02 hereof and that, if requested, Seller will restate only Sections 3.01 (a), (b), (c), (e), (f), (g), (h), and (k) as of the date of such Whole Loan Transfer, Agency Transfer, or Pass-Through Transfer. (iii) to deliver to the Purchaser and to any Person designated by the Purchaser for inclusion in any prospectus or other offering material such publicly available information regarding the Seller, its financial condition and its mortgage loan delinquency, foreclosure experience and any additional information reasonably requested by the Purchaser, and to indemnify the Purchaser and its affiliates for material misstatements contained in such information, and to deliver such statements and audit letters of reputable, certified public accountants pertaining to information provided by the Seller as shall be reasonably requested by the Purchaser; (iv) to deliver to the Purchaser, and to any Person designated by the Purchaser, such in-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; and (v) the third party costs incurred by Seller 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 Purchaser. (vi) Any Mortgage Loan which is not reconstituted into one of the above structures, will continue to be serviced in accordance with the terms of this Agreement.

Reconstitution of Mortgage Loans. (a) The Seller acknowledges and the Purchaser agrees that Sellers acknowledge that, with respect to some or all of the Mortgage Loans, the Purchaser such Mortgage Loans may effect eitherbe subject to: (i) one or more sales of the Mortgage Loans as whole loan transfers by the Purchaser (each, a "Whole Loan Transfer"); and/or (ii) one or more sales of the Mortgage Loans as public or private pass-through transfers (each, a "Pass-Through Transfer"); and/or (iii) one or more sales of the Mortgage Loans as agency transfers (each, an "Agency Transfer"). (b) With respect to each Whole Loan Transfer, Agency Transfer or Pass-Through Transfer, as the case may be, the Seller agreesSellers agree: (i) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and reasonable due diligence procedures (including participating in a reasonable number of 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), 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, and with respect to servicing requirements reasonably requested by the rating agencies and credit enhancers; (ii) to execute all reconstitution agreements reasonably required to be executed by the Seller Sellers in connection with such Whole Loan Transfer, Agency Transfer or Pass-Through Transfer provided that such agreements will not contain any greater obligations on the part of Seller as are contained in this Agreement and Seller is given an opportunity to review and reasonably negotiate in good faith the content of such documents; provided, however, that in no event will Seller be required to restate any representations or warranties contained in Section 3.02 hereof and that, if requested, Seller will restate only Sections 3.01 (a), (b), (c), (e), (f), (g), (h), and (k) as of the date of such Whole Loan Transfer, Agency Transfer, or Pass-Through Transfer.Transfer (including a mutually acceptable assignment assumption and recognition agreement); (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 SellerSellers, its their financial condition and its their mortgage loan delinquency, foreclosure and loss experience and any additional information reasonably requested by the Purchaserrequested, and to indemnify which the Purchaser and its affiliates for material misstatements contained in such informationSellers are capable of providing without unreasonable effort or expense, and to deliver any similar non public, unaudited financial information and such statements and audit letters of reputable, certified public accountants pertaining to information provided by the Seller Sellers pursuant to the above as shall be reasonably requested by the Purchaserrequested, and to indemnify certain Persons for material misstatements or omissions contained in such information; (iv) to deliver such statements and audit letters of reputable, certified public accountants pertaining to the Purchaser, information pursuant to clause (iv) above as shall be reasonably requested; and (v) to deliver such legal documents 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 originators or servicers, as the Purchaser to case may be necessary in connection with Whole Loan Transfers, Agency Transfers or Pass-Through Transfers; and. (vc) the third party costs incurred by Seller in connection with compliance with this Section 11.01, including but not limited With respect to the costs of opinions of outside special counsel that may be required for a each Whole Loan Transfer, Agency Transfer or Pass-Through Transfer, shall be as the responsibility case may be, the Sellers in their capacity as Servicer agree to make all the representations and warranties set forth in Schedule 1 and 2, as of the Purchaser. date of the Whole Loan Transfer or Pass-Through Transfer and (vi1) Any modified to the extent necessary to reflect the pool statistics of the Mortgage Loans as of the date of such Whole Loan Transfer or Pass-Through Transfer, (2) supplemented by additional representations and warranties that are not unreasonable under the circumstances as of the date of such Whole Loan Transfer or Pass-Through Transfer and 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 which is not reconstituted into one unmarketable to a material segment of the above structuressecondary mortgage or mortgage-backed securities market if such additional representations and warranties were not made, will continue and (3) subject to be serviced exceptions relating to conditions or circumstances with respect to the Mortgage Loans that arose after the Transfer Date and are identified by the Sellers in accordance with the terms of this Agreementtheir capacity as Servicer.

Reconstitution of Mortgage Loans. (a) The Seller acknowledges and the Servicer acknowledge and the Purchaser agrees that with respect to some or all of the Mortgage Loans, the Purchaser may effect either: (i) one or more sales of the Mortgage Loans as whole loan transfers (each, a "“Whole Loan Transfer"”); and/or (ii) one or more sales of the Mortgage Loans as public or private pass-through transfers (each, a "“Pass-Through Transfer"); and/or (iii) one or more sales of the Mortgage Loans as agency transfers (each, an "Agency Transfer"”). (b) With respect to each Whole Loan Transfer, Agency Transfer or Pass-Through Transfer, as the case may bemay, the Seller agreesand the Servicer agree: (i) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and reasonable due diligence procedures including participating in meetings with rating agencies, bond insurers and such other parties as the Purchaser shall designate and participating in meetings with prospective purchasers of the Mortgage Loans or interests therein and providing information contained in the Mortgage Loan Schedule including any diskette or other related data tapes provided as reasonably requested by such purchasers; (ii) to execute all agreements required to be executed by the Seller and Servicer in connection with such Whole Loan Transfer, Agency Transfer or Pass-Through Transfer provided that any such agreements will not contain any be consistent with the terms hereof and impose no greater duties, liabilities or obligations on upon the part Seller than those set forth herein and provided that each of the Seller as are contained in this Agreement and Seller the Servicer is given an opportunity to review and reasonably negotiate in good faith the content of such documents; provided, however, that in no event will Seller be required documents not specifically referenced or provided for herein; (iii) to restate any make all the representations or and warranties contained set forth in Section 3.02 hereof 3.01 and thatsolely with respect to the Seller, if requestedSection 3.02, Seller will restate only Sections 3.01 (a), (b), (c), (e), (f), (g), (h), and (k) as of the date of such the Whole Loan Transfer, Agency Transfer, Transfer or Pass-Through Transfer., as specified in a letter from the Purchaser to the Seller and the Servicer (substantially in the form of Exhibit I 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; (iiiiv) 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) 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 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. At the sole option of the Purchaser, any REMIC residual class issued pursuant to any pooling agreement may be transferred to the Servicer; (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 SellerSeller 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 PurchaserPurchaser 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 to deliver (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 be reasonably requested by the Purchaser;; and (ivviii) 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 sellers and servicers and reasonably determined by the Purchaser to be necessary in connection with Whole Loan Transfers, Agency Transfers or Pass-Through Transfers; and (v) , as the third party costs incurred by Seller in connection with compliance with this Section 11.01case may be, including but not limited to it being understood that the costs cost of any opinions of outside special counsel (other than in-house counsel) that may be required for a Whole Loan Transfer, Agency Transfer or Pass-Through Transfer, as the case may be, shall be the responsibility of the Purchaser. (vi) Any Mortgage Loan which is not reconstituted into one of the above structures, will continue to be serviced in accordance with the terms of this Agreement.

Reconstitution of Mortgage Loans. (a) The Seller acknowledges and the Purchaser agrees that with respect to some or all of the Mortgage Loans, the Purchaser such Mortgage Loans may effect eitherbe subject to: (i) one or more sales of the Mortgage Loans as whole loan transfers by the Purchaser (each, a "Whole Loan Transfer"); and/or (ii) one or more sales of the Mortgage Loans as public or private pass-through transfers (each, a "Pass-Through Transfer"); and/or (iii) one or more sales of the Mortgage Loans as agency transfers (each, an "Agency Transfer"). (b) With respect to each Whole Loan Transfer, Agency Transfer or Pass-Through Transfer, as the case may be, the Seller agrees: (i) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and reasonable due diligence procedures (including participating in a reasonable number of 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), 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, and with respect to servicing requirements reasonably requested by the rating agencies and credit enhancers; (ii) to execute all reconstitution agreements reasonably required to be executed by the Seller in connection with such Whole Loan Transfer, Agency Transfer or Pass-Through Transfer provided that such agreements will not contain any greater obligations on the part of Seller as are contained in this Agreement and Seller is given an opportunity to review and reasonably negotiate in good faith the content of such documents; provided, however, that in no event will Seller be required to restate any representations or warranties contained in Section 3.02 hereof and that, if requested, Seller will restate only Sections 3.01 (a), (b), (c), (e), (f), (g), (h), and (k) as of the date of such Whole Loan Transfer, Agency Transfer, or Pass-Through Transfer.Transfer (including a mutually acceptable assignment assumption and recognition agreement); (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 and loss experience and any additional information reasonably requested by the Purchaserrequested, and to indemnify which the Purchaser and its affiliates for material misstatements contained in such informationSeller is capable of providing without unreasonable effort or expense, and to deliver any similar non public, unaudited financial information and such statements and audit letters of reputable, certified public accountants pertaining to information provided by the Seller pursuant to the above as shall be reasonably requested by the Purchaserrequested, and to indemnify a certain Person for material misstatements or omissions contained in such information; (iv) to deliver such statements and audit letters of reputable, certified public accountants pertaining to the Purchaser, information pursuant to clause (iv) above as shall be reasonably requested; and (v) to deliver such legal documents 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 originators or servicers, as the Purchaser to case may be necessary in connection with Whole Loan Transfers, Agency Transfers or Pass-Through Transfers; and. (vc) the third party costs incurred by Seller in connection with compliance with this Section 11.01, including but not limited With respect to the costs of opinions of outside special counsel that may be required for a each Whole Loan Transfer, Agency Transfer or Pass-Through Transfer, shall be as the responsibility case may be, the Servicer agrees to make all the representations and warranties set forth in Schedule 1 and 2, as of the Purchaser. date of the Whole Loan Transfer or Pass-Through Transfer (vi1) Any modified to the extent necessary to reflect the pool statistics of the Mortgage Loans as of the date of such Whole Loan Transfer or Pass-Through Transfer, (2) supplemented by additional representations and warranties that are not unreasonable under the circumstances as of the date of such Whole Loan Transfer or Pass-Through Transfer and 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 which is not reconstituted into one unmarketable to a material segment of the above structuressecondary mortgage or mortgage-backed securities market if such additional representations and warranties were not made, will continue and (3) subject to be serviced in accordance exceptions relating to conditions or circumstances with respect to the terms of this AgreementMortgage Loans that arose after the Transfer Date and are identified by the Servicer.

Reconstitution of Mortgage Loans. (a) The Each Seller and each Servicer acknowledges and the Purchaser agrees that with respect to some or all of the Mortgage LoansLoans after the related Closing Date, the Purchaser may effect either: (i) one or more sales of the Mortgage Loans as whole loan transfers (each, a "“Whole Loan Transfer"”); and/or (ii) one or more sales of the Mortgage Loans as pass-through transfers (each, a "“Pass-Through Transfer"”); and/or (iii) one or more sales of the Mortgage Loans as agency transfers (each, an "“Agency Transfer"”). (b) With respect to each Whole Loan Transfer, Agency Transfer or Pass-Through Transfer, as the case may be, the each Seller and each Servicer agrees: (i) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and reasonable due diligence procedures including participating in meetings with rating agencies, bond insurers and such other parties as the Purchaser shall designate and participating in meetings with prospective purchasers of the Mortgage Loans or interests therein and providing information reasonably requested by such purchasers; (ii) to execute all agreements required to be executed by the each Seller and each 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 the applicable Seller and applicable Servicer as are contained in this Agreement and the applicable Seller is and applicable Servicer are given an opportunity to review and reasonably negotiate in good faith the content of such documents; provided, however, that in no event will Seller be required to restate any representations or warranties contained in Section 3.02 hereof and that, if requested, Seller will restate only Sections 3.01 (a), (b), (c), (e), (f), (g), (h), and (k) as of the date of such Whole Loan Transfer, Agency Transfer, or Pass-Through Transfer.; (iii) to deliver to the Purchaser and to any Person designated by the Purchaser for inclusion in any prospectus or other offering material such publicly available information regarding the Sellerapplicable Seller and applicable Servicer, 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 applicable Seller and applicable Servicer as shall 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 necessary in connection with Whole Loan Transfers, Agency Transfers or Pass-Through Transfers; and (v) the third party costs incurred by applicable Seller and applicable 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 Purchaser. (vi) Any Mortgage Loan which is not reconstituted into one of the above structures, will continue to be serviced in accordance with the terms of this Agreement.

Reconstitution of Mortgage Loans. (a) The Seller acknowledges and the Purchaser agrees 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 either: a sale of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to (i) one or more sales of the Mortgage Loans as whole loan transfers (each, a "third party purchasers in one or more Whole Loan Transfer"); and/or Transfers or (ii) one or more sales trusts or other entities to be formed as part of the Mortgage Loans as pass-through transfers (each, a "Pass-Through Transfer"); and/or (iii) one or more sales of the Mortgage Loans as agency transfers Securitization Transactions (eacheach such Whole Loan Transfer and/or Securitization Transaction, an "Agency Transfer"a “Reconstitution”). (b) . With respect to each Whole Loan Transfer, Agency Transfer or Pass-Through Transfer, as and Securitization Transaction entered into by the case may bePurchaser, the Seller agrees: (ia) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and reasonable due diligence procedures procedures; (b) to facilitate reviews required by any Rating Agency; (c) to make all representations and warranties set forth in Sections 8.01 and 8.02 of this Agreement to the closing date of the Whole Loan Transfer or Securitization, as applicable, each in the same form as provided herein; (d) to execute, deliver and perform all Reconstitution Agreements reasonably required by the Purchaser in furtherance of the foregoing, which shall include a bring-down of the representations and warranties made by the Seller regarding itself and the individual Mortgage Loans that are provided in Sections 8.01 and 8.02 of this Agreement to the closing date of the Whole Loan Transfer or Securitization, as applicable, as well as any other representations and warranties required by any Rating Agency; (e) to make any other such additional representations and warranties required by any applicable Rating Agency, Fxxxxx Mxx or Fxxxxxx Mac as the Purchaser believes is necessary to provide in connection with a Securitization Transaction or Whole Loan Transfer, as applicable; (f) to provide as applicable: (i) any and all information and appropriate verification of information which may be reasonably available to the Seller, including participating in meetings with rating agenciesinformation regarding the Seller’s foreclosure, bond insurers delinquency and such other parties loss experience and the Seller Underwriting Guidelines, whether through letters of its auditors and counsel or otherwise, 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;request; and (ii) such additional opinions of counsel, negative assurances, letters from auditors, and certificates of public officials or officers of the Seller, as the Purchaser, the trustee, any Rating Agency or any credit enhancement provider, as the case may be, reasonably believes is necessary to execute all agreements required to be executed by the Seller provide in connection with such Whole any Whole-Loan Transfer, Agency Transfer or Pass-Through Transfer provided that such agreements will not contain any greater obligations on the part of Seller as are contained in this Agreement and Seller is given an opportunity to review and reasonably negotiate in good faith the content of such documents; provided, however, that in no event will Seller be required to restate any representations or warranties contained in Section 3.02 hereof and that, if requested, Seller will restate only Sections 3.01 (a), (b), (c), (e), (f), (g), (h), and (k) as of the date of such Whole Loan Transfer, Agency Transfer, or Pass-Through TransferSecuritization Transaction. (iiig) to deliver to the Purchaser agree 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 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 Securities Exchange Act of 1934, as shall be reasonably requested by amended, on request of the Purchaser. Upon request of the Purchaser, 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, servicer 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 in electronic form all information that was provided to the Rating Agency in connection with such review; (ivh) to deliver to indemnify the Purchaser, and to any Person each affiliate designated by the Purchaser, each Person who controls the Purchaser or such inaffiliate and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that each of them may sustain in any way related to (A) any 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, or provided under this Agreement by or on behalf of any Subservicer, Subcontractor, independent third party or Third-house opinions Party Originator, regarding the Seller, the Mortgage Loans or the Seller Underwriting Guidelines which is provided to any rating agency in connection with any initial ratings issued in connection with any Securitization Transaction or the surveillance of counsel 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 (i) to (A) represent and warrant to each Rating Agency providing a rating in a form reasonably acceptable separate writing that (i) the Seller shall promptly provide to each Rating Agency all information requested by each Rating Agency in accordance with its published ratings criteria, (ii) all information provided to the Rating 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 circumstances in which it was provided, not misleading, and (iii) make any other representations or warranties or provide any other information required by any Rating Agency and (B) indemnify any such Rating Agency that provides a rating and each of its affiliates, directors, officers and employees for any losses, damages, liabilities, judgments, costs, 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 such representations and warranties, including resulting from or relating to the use by the Rating Agency of or reliance by the Rating Agency on information provided to it by the Seller. The Seller shall provide to the Purchaser and any other participants in such Reconstitution any and all information and appropriate verification of information which may be reasonably requested and be reasonably available to the Seller as are customarily delivered by servicers and the Purchaser or any such other participant shall reasonably determined request. Moreover, the Seller agrees to cooperate with all requests made by the Purchaser to be effect such Reconstitution Agreements. In addition, the Seller shall provide any and all policies, statements, reports, records, files, certifications and any other information reasonably necessary in connection the Purchaser’s good faith determination to permit the Purchaser to comply with Whole Loan Transfersthe provisions of Regulation AB under the Securities Act and the Securities Exchange Act of 1934, Agency Transfers or Pass-Through Transfers; and (v) as the third party costs incurred by Seller in connection with compliance with this Section 11.01, including but not limited to the costs of opinions of outside special counsel that same may be required for amended from time to time. The Seller, upon request from the Purchaser, shall provide the information to Purchaser listed on Regulation AB Compliance Addendum attached hereto as Exhibit G, which the parties agree shall be amended from time to time as necessary to comply with Regulation AB. Upon and after a Whole Loan TransferSecuritization Transaction, Agency Transfer or Pass-Through Transferthe information listed in Exhibit G, as so amended, shall be required to be delivered by Seller without any request or other act by the responsibility of Purchaser whatsoever. The provisions set forth in this paragraph shall survive the related Closing Date and shall not merge with the Closing Documents, but instead shall be independently enforceable by the Purchaser. (vi) Any . All Mortgage Loan which is Loans not reconstituted into one of the above structures, will sold or transferred pursuant to a Reconstitution shall remain subject to this Agreement and such Mortgage Loans shall continue to be serviced in accordance with the terms of this Agreement, which shall remain in full force and effect.

Reconstitution of Mortgage Loans. (a) The Seller acknowledges and the Purchaser agrees that with respect to some or all of the Mortgage Loans, the Purchaser may effect effect, upon ten (10) Business Days prior written notice to the Seller, either: (i) one or more sales of the Mortgage Loans as whole loan transfers (each, a "“Whole Loan Transfer"”); and/or; (ii) one or more sales of the Mortgage Loans as pass-through transfers (each, a "Pass-Through Transfer")Agency Transfers; and/or (iii) one or more sales of the Mortgage Loans as agency public or private pass-through transfers (each, an "Agency a “Pass-Through Transfer"”). (b) With respect to each Whole Loan Transfer, Agency Transfer or Pass-Through Transfer, as the case may be, the Seller agrees: (i) to cooperate fully reasonably with the Purchaser and any prospective purchaser with respect to all reasonable requests and reasonable due diligence procedures including participating that do not result in meetings with rating agencies, bond insurers and such other parties as the Purchaser shall designate and participating in meetings with prospective purchasers an undue burden or expense of the Mortgage Loans or interests therein and providing information reasonably requested by such purchasersSeller; (ii) to execute all agreements required to be executed by the Seller in connection with such Whole Loan Transfer, Agency Transfer or Pass-Through Transfer Transfer, including a pooling and servicing agreement in form and substance reasonably acceptable to the parties, provided that any such agreements will not contain any be consistent with the terms hereof and, unless otherwise agreed by the Seller, impose no greater duties, liabilities or obligations on upon the part of Seller as are contained in this Agreement than those set forth herein and provided that the Seller is given an opportunity to review and reasonably negotiate in good faith the content of such documents; provided, however, that in no event will Seller be required documents not specifically referenced or provided for herein; (iii) to restate any make all the representations or and warranties contained set forth in Section 3.02 hereof and that, if requested, Seller will restate only Sections 3.01 (a), (b), (c), (e), (f), (g), (h), and (k) as of the date of such the Whole Loan Transfer, Agency Transfer, Transfer or Pass-Through Transfer.; (iiiiv) 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, Seller and its financial condition and its mortgage loan delinquency, foreclosure experience and any additional information reasonably requested by the PurchaserPurchaser or required by law or regulation, (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 indemnify the Purchaser and its affiliates for any losses, costs or damages incurred by any of them directly related to any material misstatements contained in such informationinformation or for any omissions of material fact required to be stated therein to the extent such information is provided by the Seller specifically for use in a prospectus or other offering material; provided, that, the Purchaser shall indemnify the Seller and its affiliates for any losses, costs or damages related to deliver any material misstatements contained in any 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 (ivv) 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 sellers and servicers and reasonably determined by the Purchaser to be necessary in connection with Whole Loan Transfers, Agency Transfers or Pass-Through Transfers; and (v) , as the third party costs incurred by Seller in connection with compliance with this Section 11.01case may be, including but not limited to it being understood that the costs reasonable cost of any opinions of outside special counsel (other than in-house counsel) that may be required for a Whole Loan Transfer, Agency Transfer or Pass-Through Transfer, as the case may be, shall be the responsibility of the Purchaser. (vi) Any . The Purchaser shall reimburse the Seller for any and all reasonable 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. All Mortgage Loans not sold or transferred pursuant to a Whole Loan which is not reconstituted into one of the above structuresTransfer, will Agency Transfer or Pass-Through Transfer shall be subject to this Agreement and shall continue to be serviced in accordance with the terms of this AgreementAgreement and with respect thereto this Agreement shall remain in full force and effect. Notwithstanding anything to the contrary in this Section 10.01, the Company agrees that it is required to perform the obligations described in Exhibit H hereto in connection with a Reconstitution.

Reconstitution of Mortgage Loans. (a) The Seller acknowledges and the Purchaser agrees that with respect to some or all of the Mortgage Loans, the Purchaser may effect effect, upon (or as otherwise agreed) prior written notice to the Seller, either: (i) one or more sales of the Mortgage Loans as whole loan transfers (each, a "Whole Loan Transfer"); and/or; (ii) one or more sales of the Mortgage Loans as pass-through transfers (each, a "Pass-Through Transfer")Agency Transfers; and/or (iii) one or more sales of the Mortgage Loans as agency transfers 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 payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part, of some or all of the Mortgage Loans (each, an a "Agency TransferSecuritization Transaction"). (b) With respect to each Whole Loan Transfer, Agency Transfer or Pass-Through TransferSecuritization Transaction, as the case may be, the Seller agrees: (i) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests requests, and reasonable due diligence procedures including participating in meetings with rating agencies, bond insurers and such other parties as the Purchaser shall designate and participating in meetings with prospective purchasers of the Mortgage Loans or interests therein and providing information respect to servicing requirements reasonably requested by such purchasersthe rating agencies and credit enhancers; (ii) to execute all agreements agreements, (including but not limited to credit risk management agreements) required to be executed by the Seller in connection with such Whole Loan Transfer, Agency Transfer or Pass-Through Transfer Securitization Transaction, including without limitation any Indemnification Agreement, provided that any such agreements will not contain any be consistent with the terms hereof and impose no greater duties, liabilities or obligations on upon the part of Seller as are contained in this Agreement than those set forth herein and provided that the Seller is given an opportunity to review and reasonably negotiate in good faith the content of such documents; provided, however, that in no event will Seller be required documents not specifically referenced or provided for herein; (iii) to restate any make all the representations or and warranties contained set forth in Section 3.02 hereof and that, if requested, Seller will restate only Sections 3.01 (a), (b), (c), (e), (f), (g), (h), and (k) as of the date of such the Whole Loan Transfer, Agency Transfer, Transfer or Pass-Through Transfer.Securitization Transaction; (iiiiv) 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, its underwriting guidelines, its financial condition and 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 indemnify the Purchaser and its affiliates Affiliates for any losses, costs or damages incurred by any of them directly related to any material misstatements contained in such informationinformation or for any omissions of material fact required to be stated therein to the extent such information is provided by the Seller specifically for use in a prospectus or other offering material; provided, that, the Purchaser shall indemnify the Seller and its Affiliates for any losses, costs or damages related to deliver any material misstatements contained in any 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; (ivv) to deliver to the Purchaser, and to any Person designated by the Purchaser, such legal documents and in-house opinions of counsel in a form reasonably acceptable to the Purchaser if required as are customarily delivered by servicers and reasonably determined by a condition of (a) a Rating Agency to rate such Securitization Transaction, (b) a party to a Whole Loan Transfer, Agency Transfer or Securitization Transaction (other than the Purchaser or depositor), as the case may be, to enter into a reconstitution agreement in form and substance reasonably acceptable to the parties hereto or an Assignment, Assumption and Recognition Agreement substantially in the form attached hereto as Exhibit D, (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 than in-house counsel opinions which cost shall be deemed to be necessary in connection with Whole Loan Transfers, Agency Transfers or Pass-Through Transfers; and (v$0) the third party costs incurred by Seller 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 TransferSecuritization Transaction, as the case may be, shall be the responsibility of the Purchaser.; (vi) Any Mortgage Loan 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, 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) if requested by 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 reconstituted into one 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 above structuresmonthly servicing fee payable thereto), will 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 covenants as are required by the Purchaser and one or more nationally recognized rating agencies for mortgage pass-through transactions. (c) In order to facilitate compliance with Regulation AB, the Seller and the Purchaser agree to comply with the provisions of the Regulation AB Compliance Addendum attached hereto as Exhibit F. 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, provided, however, that the attorney's fees for each Securitization Transaction shall equal a fixed-fee of $3,000 with respect to the first two (2) Securitization Transactions and $1,000 thereafter to the extent such attorney review is necessary. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer, Agency Transfer or Securitization Transaction shall be subject to this Agreement and shall continue to be serviced in accordance with the terms of this AgreementAgreement and with respect thereto this Agreement shall remain in full force and effect.

Reconstitution of Mortgage Loans. (a) The Seller acknowledges and the Purchaser agrees that with respect to some or all of the Mortgage Loans, the Purchaser may effect either: (i) one or more sales of the Mortgage Loans as whole loan transfers (each, a "Whole Loan Transfer"); and/or (ii) one or more sales of the Mortgage Loans as pass-through transfers (each, a "Pass-Through Transfer"); and/or (iii) one or more sales of the Mortgage Loans as agency transfers (each, an "Agency Transfer"). (b) With respect to each Whole Loan Transfer, Agency Transfer or Pass-Through Transfer, as the case may be, the Seller agrees: (i) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and reasonable due diligence procedures including participating in meetings with rating agencies, bond insurers and such other parties as the Purchaser shall designate and participating in meetings with prospective purchasers of the Mortgage Loans or interests therein and providing information reasonably requested by such purchasers; (ii) to execute all agreements required to be executed by the Seller in connection with such Whole Loan Transfer, Agency Transfer or Pass-Through Transfer provided that such agreements will not contain any greater obligations on the part of Seller as are contained in this Agreement and Seller is given an opportunity to review and reasonably negotiate in good faith the content of such documents; provided, however, that in no event will Seller be required to restate any representations or warranties contained in Section 3.02 hereof and that, if requested, Seller will restate only Sections 3.01 (a), (b), (c), (e), (f), (g), (h), and (k) as of the date of such Whole Loan Transfer, Agency Transfer, or Pass-Through Transfer.; (iii) to deliver to the Purchaser and to any Person designated by the Purchaser for inclusion in any prospectus or other offering material such publicly available information regarding the Seller, its financial condition and its mortgage loan delinquency, foreclosure experience and any additional information reasonably requested by the Purchaser, and to indemnify the Purchaser and its affiliates for material misstatements contained in such information, and to deliver such statements and audit letters of reputable, certified public accountants pertaining to information provided by the Seller as shall be reasonably requested by the Purchaser; (iv) to deliver to the Purchaser, and to any Person designated by the Purchaser, such in-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; and (v) the third party costs incurred by Seller 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 Purchaser. (vi) Any Mortgage Loan which is not reconstituted into one of the above structures, will continue to be serviced in accordance with the terms of this Agreement.