Common use of Reconstitution Clause in Contracts

Reconstitution. The Owner and the Servicer agree that with respect to some or all of the Mortgage Loans, from time to time the Owner shall effect an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer, in each case retaining the Servicer as the servicer thereof, or as applicable, the "seller/servicer". Any Mortgage Loans that have been transferred by the initial Owner pursuant to an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer may be referred to as "Reconstituted Mortgage Loans", The Servicer shall cooperate fully with the Owner in connection with any Reconstitution contemplated by the Owner pursuant to this Section 7.01, including without limitation providing requested information and reports to, and otherwise cooperating with, rating agencies, trustees, securities administrators, guarantors, Xxxxxx Mae, Xxxxxxx Mac, third party purchasers or credit risk managers, as applicable. In that connection, the Servicer shall provide to Xxxxxx Mae, Xxxxxxx Mac, the trustee, master servicer or a third party purchaser, as the case may be, and/or the Owner: (i) any and all information and appropriate verification of information which may be reasonably available to the Servicer, including the Servicer's foreclosure and delinquency experience, whether through letters of its auditors and counsel or otherwise, as the Owner shall request; and (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Servicer as are reasonably believed necessary by any Reconstitution Party, rating agency or the Owner, as the case may be, in connection with such Reconstitution transactions. In addition, the Servicer shall indemnify the Owner and any Reconstitution Party for any material misstatements contained in the information provided pursuant to the preceding sentence that the Owner may disclose in any securitization offering materials. The Owner or the Master Servicer shall provide the Servicer with notice with respect to any such Reconstitution in the form of Exhibit F hereto (each, a "Transfer Notice"), including a schedule of Mortgage Loans which have been transferred and the effective date of the Reconstitution (the "Effective Date"), the Cut-Off Date, the Master Servicer, the new Owner, and whether or not the Mortgage Loans are owned by a REMIC. Upon receipt of a Transfer Notcie, the Servicer shall promptly countersign and return the Transfer Notice to the Master Servicer. Upon the Effective Date of such a transfer, (A) the Servicer and Owner agree that the provisions of this Agreement shall remain in effect, and (B) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Mac, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Reconstitution as the "Owner" of such Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such transferred Mortgage Loans. In connection with any Reconstitution and at the request of the Owner or the Master Servicer, on not less than five (5) days notice, the Servicer shall execute and deliver a certificate, in form and substance acceptable to the Owner, acknowledging and certifying to the Owner and the Master Servicer that: (i) the Servicer has received the Transfer Notice, and attaching the related schedule of Mortgage Loans included in such Reconstitution (which schedule shall include such Mortgage Loan data as may reasonably be requested by the Owner or the Master Servicer), (ii) this Agreement is in full force and effect in accordance with its terms, (iii) no Event of Default has occurred under this Agreement, nor does there exist any state of facts that, with the giving of notice or passage of time, or both, would constitute an Event of Default under this Agreement, (iv) each of the representations and warranties of the Servicer contained in Section 3.01 are true and correct as of the related Effective Date as if made on such date and (v) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Xxxx, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Agency Transfer, Whole Loan Transfer or Pass-Through Transfer as the "Owner" of the related Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such Mortgage Loans With respect to each MERS Mortgage Loan, the Servicer shall take such actions as are necessary to cause Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party, as the case may be, to be clearly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

Reconstitution. The Owner and the Servicer agree that with respect to some or all of the Mortgage Loans, from time to time the Owner shall effect an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer, in each case retaining the Servicer as the servicer thereof, or as applicable, the "seller/servicer". Any Mortgage Loans that have been transferred by the initial Owner pursuant to an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer may be referred to as "Reconstituted Mortgage Loans", The Servicer shall cooperate fully with the Owner in connection with any Reconstitution contemplated by the Owner pursuant to this Section 7.01, including without limitation providing requested information and reports to, and otherwise cooperating with, rating agencies, trustees, securities administrators, guarantors, Xxxxxx Mae, Xxxxxxx Mac, third party purchasers or credit risk managers, as applicable. In that connection, the Servicer shall provide to Xxxxxx Mae, Xxxxxxx Mac, the trustee, master servicer or a third party purchaser, as the case may be, and/or the Owner: (i) any and all information and appropriate verification of information which may be reasonably available to the Servicer, including the Servicer's foreclosure and delinquency experience, whether through letters of its auditors and counsel or otherwise, as the Owner shall request; and (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Servicer as are reasonably believed necessary by any Reconstitution Party, rating agency or the Owner, as the case may be, in connection with such Reconstitution transactions. In addition, the Servicer shall indemnify the Owner and any Reconstitution Party for any material misstatements contained in the information provided pursuant to the preceding sentence that the Owner may disclose in any securitization offering materials. The Owner or the Master Servicer shall provide the Servicer with notice with respect to any such Reconstitution in the form of Exhibit F hereto (each, a "Transfer Notice"), including a schedule of Mortgage Loans which have been transferred and the effective date of the Reconstitution (the "Effective Date"), the Cut-Off Date, the Master Servicer, the new Owner, and whether or not the Mortgage Loans are owned by a REMIC. Upon receipt of a Transfer NotcieNotice, the Servicer shall promptly countersign and return the Transfer Notice to the Master Servicer. Upon the Effective Date of such a transfer, (A) the Servicer and Owner agree that the provisions of this Agreement shall remain in effect, and (B) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Mac, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Reconstitution as the "Owner" of such Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such transferred Mortgage Loans. In connection with any Reconstitution and at the request of the Owner or the Master Servicer, on not less than five (5) days notice, the Servicer shall execute and deliver a certificate, in form and substance acceptable to the Owner, acknowledging and certifying to the Owner and the Master Servicer that: (i) the Servicer has received the Transfer Notice, and attaching the related schedule of Mortgage Loans included in such Reconstitution (which schedule shall include such Mortgage Loan data as may reasonably be requested by the Owner or the Master Servicer), (ii) this Agreement is in full force and effect in accordance with its terms, (iii) no Event of Default has occurred under this Agreement, nor does there exist any state of facts that, with the giving of notice or passage of time, or both, would constitute an Event of Default under this Agreement, (iv) each of the representations and warranties of the Servicer contained in Section 3.01 are true and correct as of the related Effective Date as if made on such date and (v) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Xxxx, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Agency Transfer, Whole Loan Transfer or Pass-Through Transfer as the "Owner" of the related Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such Mortgage Loans With respect to each MERS Mortgage Loan, the Servicer shall take such actions as are necessary to cause Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party, as the case may be, to be clearly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

Reconstitution. (a) The Owner Servicer and the Servicer Owner agree that with respect to some or all of the Mortgage Loans, from time to time the Owner shall may effect an Agency Transfer, a Pass-Through Transfer one or a more Whole Loan TransferTransfers, in and/or one or more Securitization Transactions. With respect to each case retaining the Servicer as the servicer thereof, or as applicable, the "seller/servicer". Any Mortgage Loans that have been transferred by the initial Owner pursuant to an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer may be referred to as "Reconstituted Mortgage Loans", The Servicer shall cooperate fully with the Owner in connection with any Reconstitution contemplated by the Owner pursuant to this Section 7.01, including without limitation providing requested information and reports to, and otherwise cooperating with, rating agencies, trustees, securities administrators, guarantors, Xxxxxx Mae, Xxxxxxx Mac, third party purchasers or credit risk managers, as applicable. In that connection, the Servicer shall provide to Xxxxxx Mae, Xxxxxxx Mac, the trustee, master servicer or a third party purchaserSecuritization Transaction, as the case may be, and/or entered into by the Owner: , the Servicer agrees: (i) to cooperate fully with the Owner and any prospective purchaser with respect to all reasonable requests and due diligence procedures including participating in meetings with rating agencies, bond insurers and such other parties as the Owner shall designate and participating in meetings with prospective purchasers of the Mortgage Loans or interests therein and providing information reasonably requested by such purchasers; (ii) to execute all information Reconstitution Agreements provided that each of the Servicer and appropriate verification the Owner is given an opportunity to review and reasonably negotiate in good faith the content of information which may be reasonably available to the Servicersuch documents not specifically referenced or provided for herein, including the Servicer's ’s obligations, compensation and rights to finance any principal and interest advances, servicing advances and purchased mortgage servicing rights with a third party creditor, if applicable; (iii) to deliver to 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 and delinquency experienceloss experience and any additional information reasonably requested by the Owner (collectively, whether through letters of the “Servicer Information”), and to indemnify the Owner and its auditors and counsel affiliates for material misstatements or otherwiseomissions contained in such information, as provided that the Owner shall request; and (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of provide indemnification to the Servicer as are reasonably believed necessary by for material misstatements and omissions contained in such offering material other than the Servicer Information; (iv) to cooperate with the Owner and any Reconstitution Partyprospective purchaser with respect to the preparation, rating agency endorsement, assignment, or the Ownerdelivery, as the case may be, of any of the Mortgage Loan Documents and other related documents, with respect to servicing requirements reasonably requested by the rating agencies and credit enhancers; (v) to negotiate and execute one or more subservicing agreements between the Servicer and the Owner and/or any master servicer which is generally considered to be a prudent master servicer in the secondary mortgage market, designated by the Owner in its sole discretion and/or one or more custodial and servicing agreements among the Owner, the Servicer and a third party custodian/trustee which is generally considered to be a prudent custodian/trustee in the secondary mortgage market designated by the Owner in its sole discretion, 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 Owner’s direction, contain contractual provisions including, but not limited to, a customary certificate 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 representations and warranties which in form and substance conform to the representations and warranties in this Agreement and to secondary market standards for securities backed by mortgage loans and property similar to the Mortgage Loans and such Reconstitution transactionsprovisions 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 Owner and one or more Rating Agencies. In additionIf the Owner deems it advisable at any time to pool the Mortgage Loans with other mortgage loans for the purpose of resale or securitization, the Servicer agrees to execute one or more servicing agreements between itself and a master servicer designated by the Owner at the Owner’s sole discretion, and/or one or more servicing agreements among the Servicer, the Owner and a trustee designated by the Owner at the Owner’s sole discretion, such agreements in each case incorporating terms and provisions substantially identical to those described in this paragraph; and (vii) to negotiate and execute a credit risk management agreement with a credit risk manager designated by the Owner at the Owner’s sole discretion. Notwithstanding anything to the contrary contained in this Section 10.13 or elsewhere in this Agreement, the Servicer shall indemnify have no obligation to enter into any agreement obligating the Owner Servicer to service the Mortgage Loans unless such agreement is acceptable to the Servicer in all respects (including, without limitation, matters relating to the obligations imposed on the Servicer thereunder, the compensation to which the Servicer is entitled thereunder and any Reconstitution Party the Servicer’s ability to both make and reimburse itself for any material misstatements contained servicing advances and principal and interest advances from funds held for future distribution in the information provided pursuant to related collection account) in the preceding sentence Servicer’s sole and absolute discretion. In the event that the Owner may disclose in any securitization offering materials. The Owner Servicer is not the master servicer, servicer or the Master Servicer shall provide the Servicer with notice sub-servicer with respect to a Reconstitution, any such Reconstitution and all reasonable out-of-pocket costs, fees and expenses incurred by the Servicer in connection with the form foregoing shall be reimbursed by the Owner after receipt of Exhibit F hereto (each, a "Transfer Notice"), including a schedule of an invoice therefor and the Owner shall be liable to the Servicer for any applicable Deboarding Fee. All Mortgage Loans which have been not sold or transferred pursuant to a Whole Loan Transfer or Securitization Transaction shall be subject to this Agreement and shall continue to be serviced in accordance with the effective date terms of the Reconstitution (the "Effective Date"), the Cut-Off Date, the Master Servicer, the new Owner, this Agreement and whether or not the Mortgage Loans are owned by a REMIC. Upon receipt of a Transfer Notcie, the Servicer shall promptly countersign and return the Transfer Notice to the Master Servicer. Upon the Effective Date of such a transfer, (A) the Servicer and Owner agree that the provisions of with respect thereto this Agreement shall remain in full force and effect. (b) Notwithstanding any provision to the contrary in this Agreement, and (B) in the event that the Servicer agrees is the master servicer, servicer or sub-servicer with respect to recognize Xxxxxx Mae, Xxxxxxx Maca Reconstitution, the trustee, trust or third party purchaser of the transferred Mortgage Loans Owner agrees that in such Reconstitution as the "Owner" of such Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such transferred Mortgage Loans. In connection with any Reconstitution and at the request of the Owner or the Master Servicer, on not less than five (5) days notice, the Servicer shall execute and deliver a certificate, in form and substance acceptable to the Owner, acknowledging and certifying to the Owner and the Master Servicer that: (i) the Servicer has shall be entitled to servicing compensation at least as favorable as the servicing compensation customarily received the Transfer Notice, and attaching the related schedule of Mortgage Loans included in such Reconstitution (which schedule shall include such Mortgage Loan data as may reasonably be requested by the Owner or the Master Servicer), Servicer in comparable transactions and (ii) the Servicer shall be able to reasonably negotiate any servicing performance triggers required in connection with such Reconstitution. In the event any terms of the proposed Reconstitution shall materially and adversely affect the economic terms bargained for by the Servicer, then the Owner and the Servicer shall renegotiate in good faith the terms under which the Servicer services the Mortgage Loans to take into account the effects of the Reconstitution and, if in the Servicer’s reasonable judgment a satisfactory adjustment of such terms is not made, the Servicer may resign from the duties imposed by this Agreement is in full force and effect in accordance with its terms, (iii) no Event of Default has occurred under this Agreement, nor does there exist any state of facts that, with the giving of notice or passage of time, or both, would constitute an Event of Default under this Agreement, (iv) each of the representations and warranties of the Servicer contained in Section 3.01 are true and correct as of the related Effective Date as if made on such date and (v) the Servicer agrees respect to recognize Xxxxxx Mae, Xxxxxxx Xxxx, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Agency Transfer, Whole Loan Transfer or Pass-Through Transfer as the "Owner" of the related Mortgage Loans, having Loans and shall be paid the same rights under this Agreement as the initial Owner Deboarding Fee with respect to such Mortgage Loans With respect subject to each MERS the provisions set forth herein. In addition, in the event that any Mortgage LoanLoans are sold in a servicing-released Whole Loan Transfer, the Owner shall pay the Deboarding Fee to the Servicer shall take in connection with such actions as are necessary Mortgage Loans subject to cause Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party, as the case may be, to be clearly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERSprovisions set forth herein.

Reconstitution. The Owner and the Servicer agree that with respect to some or all of the Mortgage Loans, from time to time the Owner shall effect an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer, in each case retaining the Servicer as the servicer thereof, or as applicable, the "seller/servicer". Any Mortgage Loans that have been transferred by the initial Owner pursuant to an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer may be referred to as "Reconstituted Mortgage Loans", The Servicer shall cooperate fully with the Owner in connection with any Reconstitution contemplated by the Owner pursuant to this Section 7.01, including without limitation providing requested information and reports to, and otherwise cooperating with, rating agencies, trustees, securities administrators, guarantors, Xxxxxx MaeXxx, Xxxxxxx Mac, third party purchasers or credit risk managers, as applicable. In that connection, the Servicer shall provide to Xxxxxx Mae, Xxxxxxx Mac, the trustee, master servicer or a third party purchaser, as the case may be, and/or the Owner: (i) any and all information and appropriate verification of information which may be reasonably available to the Servicer, including the Servicer's foreclosure and delinquency experience, whether through letters of its auditors and counsel or otherwise, as the Owner shall request; and (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Servicer as are reasonably believed necessary by any Reconstitution Party, rating agency or the Owner, as the case may be, in connection with such Reconstitution transactions. In addition, the Servicer shall indemnify the Owner and any Reconstitution Party for any material misstatements contained in the information provided pursuant to the preceding sentence that the Owner may disclose in any securitization offering materials. The Owner or the Master Servicer shall provide the Servicer with notice with respect to any such Reconstitution in the form of Exhibit F hereto (each, a "Transfer Notice"), including a schedule of Mortgage Loans which have been transferred and the effective date of the Reconstitution (the "Effective Date"), the Cut-Off Date, the Master Servicer, the new Owner, and whether or not the Mortgage Loans are owned by a REMIC. Upon receipt of a Transfer Notcie, the Servicer shall promptly countersign and return the Transfer Notice to the Master Servicer. Upon the Effective Date of such a transfer, (A) the Servicer and Owner agree that the provisions of this Agreement shall remain in effect, and (B) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Mac, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Reconstitution as the "Owner" of such Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such transferred Mortgage Loans. In connection with any Reconstitution and at the request of the Owner or the Master Servicer, on not less than five (5) days notice, the Servicer shall execute and deliver a certificate, in form and substance acceptable to the Owner, acknowledging and certifying to the Owner and the Master Servicer that: (i) the Servicer has received the Transfer Notice, and attaching the related schedule of Mortgage Loans included in such Reconstitution (which schedule shall include such Mortgage Loan data as may reasonably be requested by the Owner or the Master Servicer), (ii) this Agreement is in full force and effect in accordance with its terms, (iii) no Event of Default has occurred under this Agreement, nor does there exist any state of facts that, with the giving of notice or passage of time, or both, would constitute an Event of Default under this Agreement, (iv) each of the representations and warranties of the Servicer contained in Section 3.01 are true and correct as of the related Effective Date as if made on such date and (v) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Xxxx, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Agency Transfer, Whole Loan Transfer or Pass-Through Transfer as the "Owner" of the related Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such Mortgage Loans With respect to each MERS Mortgage Loan, the Servicer shall take such actions as are necessary to cause Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party, as the case may be, to be clearly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

Reconstitution. (a) The Owner Company and the Servicer Owner agree that with respect to some or all of the Mortgage Loans, from time to time after the related Closing Date, on one or more dates (each a “Reconstitution Date”) at the Owner’s sole option, the Owner shall may effect a sale (each a “Reconstitution”) of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to: (i) Xxxxxx Xxx under its Cash Purchase Program or MBS Program (Special Servicing Option) (each a “Xxxxxx Mae Transfer”); or (ii) Xxxxxxx Mac (a “Xxxxxxx Mac Transfer”); or (iii) one or more third party purchasers in a transfer of a pool of mortgage loans (a “Whole Loan Transfer”); or (iv) one or more trusts or other entities to be formed as part of an Agency issuance of mortgage-backed securities (a “Securitization Transfer”). (b) The Company agrees to execute (i) in connection with any Xxxxxx Xxx Transfer or Xxxxxxx Mac Transfer, a Pass-Through Transfer any and all pool purchase contracts, and/or agreements reasonably acceptable to the Company among the Owner, the Company, Xxxxxx Xxx or Xxxxxxx Mac (as the case may be) and any servicer, (ii) in connection with a Whole Loan Transfer, a seller’s warranties and servicing agreement or a participation and servicing agreement in each case retaining form and substance reasonably acceptable to the Servicer as Company, and (iii) in connection with a Securitization Transfer, an assignment, assumption and recognition agreement or similar agreement in form and substance reasonably acceptable to the servicer thereof, or as applicableCompany (collectively the agreements referred to herein are designated, the "seller/servicer". Any Mortgage Loans “Reconstitution Agreements”); provided, however, that have been transferred (A) no Reconstitution Agreement will contain any obligations or agreements on the part of the Company that are greater than those contained in this Agreement and (B) the Company shall be under no obligation to execute a pooling and servicing agreement or any other form of public document in connection with any such Reconstitution. (c) The Owner shall reimburse the Company for all reasonable out-of-pocket costs and expenses incurred in connection with the delivery of any accountant’s comfort letter requested of the Company by the initial Owner pursuant to an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer may be referred to as "Reconstituted Mortgage Loans", The Servicer shall cooperate fully with the Owner in connection with any Reconstitution contemplated Securitization Transfer. (d) With respect to each Whole Loan Transfer and each Securitization Transfer entered into by the Owner pursuant to this Section 7.01, including without limitation providing requested information and reports to, and otherwise cooperating with, rating agencies, trustees, securities administrators, guarantors, Xxxxxx Mae, Xxxxxxx Mac, third party purchasers or credit risk managers, as applicable. In that connectionOwner, the Servicer shall provide to Xxxxxx Mae, Xxxxxxx Mac, the trustee, master servicer or a third party purchaser, as the case may be, and/or the Owner: Company agrees (i) any and all information and appropriate verification of information which may be reasonably available to the Servicer, including the Servicer's foreclosure and delinquency experience, whether through letters of its auditors and counsel or otherwise, as the Owner shall request; and (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Servicer as are reasonably believed necessary by any Reconstitution Party, rating agency or the Owner, as the case may be, in connection cooperate fully with such Reconstitution transactions. In addition, the Servicer shall indemnify the Owner and any prospective purchaser with respect to all reasonable due diligence procedures; (ii) to deliver a customary opinion of counsel in form and substance reasonably satisfactory to the Owner if requested by the Owner; (iii) to restate the representations and warranties set forth in Section 2.04(a) and Section 2.04(b)(xliii) of this Agreement as of the Reconstitution Party Date; (iv) to restate, with respect to each Mortgage Loan, as of the Closing Date of the purchase of such Mortgage Loan by the Initial Owner, the representations and warranties set forth in Section 2.04(b) of this Agreement directly to the subsequent Owner; (v) to deliver to the Owner and any prospective purchaser within 5 Business Days after request by Owner or prospective purchaser, the information with respect to itself that is required by Item 1110 of Regulation AB or Item 1108(b) and 1108(c) of Regulation AB; and (vi to deliver to the Owner and any prospective purchaser within 5 Business Days after request by Owner, Static Pool Information set forth in Item 1105(a)(2) and (3) of Regulation AB with respect to those mortgage loans that were originated by the Company and are similar to the Mortgage Loans. (e) The Company shall use its reasonable best efforts to execute, deliver and satisfy all conditions set forth in an indemnification agreement substantially in the form of Exhibit I hereto. Any indemnification obligation of the Company under any such indemnification agreement shall be subject to the Company’s prior approval of the disclosure for which indemnification will be provided. (f) The Company shall indemnify the Owner, each Affiliate designated by the Owner, each Person who controls the Owner or such Affiliate and the Successor Servicer 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 arising out of or based upon any untrue statement or alleged untrue statement of a material misstatements fact contained in the information provided pursuant to the preceding sentence that the Owner may disclose in any securitization offering materials. The Owner by or the Master Servicer shall provide the Servicer with notice with respect to any such Reconstitution in the form of Exhibit F hereto (each, a "Transfer Notice"), including a schedule of Mortgage Loans which have been transferred and the effective date on behalf of the Reconstitution (Company regarding the "Effective Date")Company, the Cut-Off Dateits servicing practices, the Master Servicer, the new Owner, and whether any originator or not the Mortgage Loans are owned by a REMIC. Upon receipt of a Transfer Notciepursuant to this Section 3.18, the Servicer shall promptly countersign and return Company’s Static Pool Information as described above or the Transfer Notice Underwriting Guidelines set forth in any offering document prepared in connection with any Reconstitution, or any omission to state a material fact necessary to make the Master Servicerstatements included in such information not misleading. Upon the Effective Date of such a transfer, (A) the Servicer and Owner agree that the provisions of this Agreement shall remain in effect, and (B) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Mac, the trustee, trust or third party purchaser For purposes of the transferred Mortgage Loans in such Reconstitution previous sentence, “Owner” shall mean the Person then acting as the "Owner" of such Mortgage Loans, having the same rights Owner under this Agreement and any and all Persons who previously were “Owners” under this Agreement and “Successor Servicer” shall mean the Person then acting as the initial Owner with respect to such transferred Mortgage Loans. In connection with any Reconstitution and at the request of the Owner or the Master Servicer, on not less than five (5) days notice, the Successor Servicer shall execute and deliver a certificate, in form and substance acceptable to the Owner, acknowledging and certifying to the Owner and the Master Servicer that: (i) the Servicer has received the Transfer Notice, and attaching the related schedule of Mortgage Loans included in such Reconstitution (which schedule shall include such Mortgage Loan data as may reasonably be requested by the Owner or the Master Servicer), (ii) under this Agreement is in full force and effect in accordance with its terms, (iii) no Event of Default has occurred any and all Persons who previously were “Successor Servicers” under this Agreement, nor does there exist any state of facts that, with the giving of notice or passage of time, or both, would constitute an Event of Default under this Agreement, (iv) each of the representations and warranties of the Servicer contained in Section 3.01 are true and correct as of the related Effective Date as if made on such date and (v) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Xxxx, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Agency Transfer, Whole Loan Transfer or Pass-Through Transfer as the "Owner" of the related Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such Mortgage Loans With respect to each MERS Mortgage Loan, the Servicer shall take such actions as are necessary to cause Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party, as the case may be, to be clearly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

Reconstitution. The Owner Company, the Interim Servicer and the Servicer Initial Purchaser agree that with respect to some or all of the Mortgage Loans, from time to time the Owner shall Initial Purchaser may effect an Agency Transfer, a Pass-Through Transfer one or a more Whole Loan TransferTransfers or one or more Securitization Transactions within the Reconstitution Period for such Mortgage Loan; however, the Initial Purchaser shall not be entitled to effect more than three Reconstitutions during the Reconstitution Period. With respect to any Reconstitution, the Company and the Interim Servicer agree to the following: (a) to cooperate fully with the Initial Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence procedures including participating in each case retaining the Servicer meetings with rating agencies, bond insurers and such other parties as the servicer Initial 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; (b) to execute all Reconstitution Agreements provided that each of the Company, the Interim Servicer and the Initial 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; provided, however, no Reconstitution Agreement shall contain any additional provisions which would be deemed to be onerous by the parties unless such provisions are standard industry practice for similar transactions; (c) with respect to any Reconstitution, the Company and the Interim Servicer shall: (i) restate its corporate representations and warranties as of the Reconstitution Date or such earlier date as specified in any such representation and warranty; (ii) restate the representations and warranties as to the Mortgage Loans set forth in this Agreement as of the Reconstitution Date or such earlier date as specified in any such representation and warranty; (iii) restate its servicing representations and warranties as of the Servicing Transfer Date or such earlier date as specified in such representation and warranty; and (iv) represent and warrant as of the Reconstitution Date that it has taken no actions that would make untrue any of the representations and warranties as to the Mortgage Loans set forth in this Agreement. The Company and the Interim Servicer further agree to make all representations and warranties as required and as negotiated between Company and the Interim Servicer and Xxxxxx Mae and/or Xxxxxxx Mac for the purpose of a Reconstitution as of the date Xxxxxx Mae and/or Xxxxxxx Mac requires such representations and warranties to be made. (d) to comply with Section 15 of this Agreement. The Interim Servicer and the Company agree to indemnify and hold harmless the Purchaser and each person, if any, who controls the Purchaser within the meaning of Section 15 of the 1933 Act (collectively, the “DLJ Indemnified Party”) against any and all losses, claims, expenses, damages or liabilities to which the DLJ Indemnified Party may become subject, under the Securities Act of 1933, as amended (the “1933 Act”) or otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) arise out of or are based upon any representation, warranty or covenant made by the Company or the Interim Servicer, as applicable, in this Agreement or in any Reconstitution Agreement, on which the "sellerPurchaser has relied, being, or alleged to be, untrue or incorrect; provided, however, that to the extent that any such losses, claims, expenses, damages or liabilities to which the Indemnified Party may become subject arise out of or are based upon both (1) statements, omissions, representations, warranties or covenants of the Company or the Interim Servicer, as applicable, described above and (2) any other factual basis, the Company or the Interim Servicer, as applicable, shall indemnify and hold harmless the DLJ Indemnified Party only to the extent that the losses, claims, expenses, damages or liabilities of the person or persons asserting the claim are determined to arise from or be based upon matters set forth above. This indemnity agreement will be in addition to any liability that the Company or the Interim Servicer, as applicable, may otherwise have. The Initial Purchaser agrees to indemnify and hold harmless the Interim Servicer and the Company and each person, if any, who controls the Interim Servicer or the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Argent Indemnified Party” and together with the DLJ Indemnified Party, the “Indemnified Parties”) against any and all losses, claims, expenses, damages or liabilities to which the Argent Indemnified Party may become subject, under the Securities Act of 1933, as amended (the “1933 Act”) or otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of any material fact contained in the Prospectus Supplement (other than the section captioned “Argent and the Originator” or such similarly captioned section relating to the originator and any related entity and their underwriting guidelines in the Prospectus Supplement) or the related Prospectus (or in any related private placement memorandum) or the omission or the alleged omission to state therein a material fact necessary in order to make the statements therein not misleading, or (b) any representation, warranty or covenant made by the Initial Purchaser, as applicable, in this Agreement or in any Reconstitution Agreement, on which the Interim Servicer or Company has relied, being, or alleged to be, untrue or incorrect; provided, however, that to the extent that any such losses, claims, expenses, damages or liabilities to which the Argent Indemnified Party may become subject arise out of or are based upon both (1) statements, omissions, representations, warranties or covenants of the Initial Purchaser, as applicable, described in clause (a) or (b) above and (2) any other factual basis, the Initial Purchaser, shall indemnify and hold harmless the Argent Indemnified Party only to the extent that the losses, claims, expenses, damages or liabilities of the person or persons asserting the claim are determined to arise from or be based upon matters set forth above; provided further, that in connection with each proceeding or related proceeding for which the Argent Indemnified Party seeks indemnity hereunder, the Initial Purchaser shall not be required to indemnify the Argent Indemnified Party in an amount in excess of $75,000 in the aggregate; provided further that in the case that any action is brought against the Indemnified Parties with respect to clause (a) above, the Initial Purchaser shall assume the defense thereof with counsel satisfactory to the Initial Purchaser, provided no conflict exists among the Indemnified Parties; (e) [Reserved]; (f) [Reserved]; (g) to cooperate fully with the Initial Purchaser and any prospective purchaser with respect to the delivery of Mortgage Loan Documents and other related documents, with respect to servicing requirements reasonably requested by the rating agencies and credit enhancers; (h) to negotiate and execute one or more subservicing agreements between the Interim Servicer and any master servicer which is generally considered to be a prudent master servicer in the secondary mortgage market, designated by the Initial Purchaser in its sole discretion after consultation with the Interim Servicer and/or one or more custodial and servicing agreements among the Initial Purchaser or an Affiliate, the Interim Servicer, the Company and a third party custodian/servicer". Any trustee which is generally considered to be a prudent custodian/trustee in the secondary mortgage market and designated by the Initial Purchaser in its sole discretion after consultation with the Interim Servicer, in either case for the purpose of pooling the Mortgage Loans that have been with other Mortgage Loans for resale or securitization; and (i) [Reserved]. All Mortgage Loans not sold or transferred by the initial Owner pursuant to an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer may or Securitization Transaction shall be referred subject to as "Reconstituted Mortgage Loans", The Servicer this Agreement and shall cooperate fully continue to be serviced for the remainder of the Interim Servicing Period in accordance with the Owner in connection with any Reconstitution contemplated by the Owner pursuant to terms of this Section 7.01, including without limitation providing requested information Agreement and reports to, and otherwise cooperating with, rating agencies, trustees, securities administrators, guarantors, Xxxxxx Mae, Xxxxxxx Mac, third party purchasers or credit risk managers, as applicable. In that connection, the Servicer shall provide to Xxxxxx Mae, Xxxxxxx Mac, the trustee, master servicer or a third party purchaser, as the case may be, and/or the Owner: (i) any and all information and appropriate verification of information which may be reasonably available to the Servicer, including the Servicer's foreclosure and delinquency experience, whether through letters of its auditors and counsel or otherwise, as the Owner shall request; and (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Servicer as are reasonably believed necessary by any Reconstitution Party, rating agency or the Owner, as the case may be, in connection with such Reconstitution transactions. In addition, the Servicer shall indemnify the Owner and any Reconstitution Party for any material misstatements contained in the information provided pursuant to the preceding sentence that the Owner may disclose in any securitization offering materials. The Owner or the Master Servicer shall provide the Servicer with notice with respect to any such Reconstitution in the form of Exhibit F hereto (each, a "Transfer Notice"), including a schedule of Mortgage Loans which have been transferred and the effective date of the Reconstitution (the "Effective Date"), the Cut-Off Date, the Master Servicer, the new Owner, and whether or not the Mortgage Loans are owned by a REMIC. Upon receipt of a Transfer Notcie, the Servicer shall promptly countersign and return the Transfer Notice to the Master Servicer. Upon the Effective Date of such a transfer, (A) the Servicer and Owner agree that the provisions of thereto this Agreement shall remain in effect, and (B) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Mac, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Reconstitution as the "Owner" of such Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such transferred Mortgage Loans. In connection with any Reconstitution and at the request of the Owner or the Master Servicer, on not less than five (5) days notice, the Servicer shall execute and deliver a certificate, in form and substance acceptable to the Owner, acknowledging and certifying to the Owner and the Master Servicer that: (i) the Servicer has received the Transfer Notice, and attaching the related schedule of Mortgage Loans included in such Reconstitution (which schedule shall include such Mortgage Loan data as may reasonably be requested by the Owner or the Master Servicer), (ii) this Agreement is in full force and effect in accordance with its terms, (iii) no Event of Default has occurred under this Agreement, nor does there exist any state of facts that, with the giving of notice or passage of time, or both, would constitute an Event of Default under this Agreement, (iv) each of the representations and warranties of the Servicer contained in Section 3.01 are true and correct as of the related Effective Date as if made on such date and (v) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Xxxx, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Agency Transfer, Whole Loan Transfer or Pass-Through Transfer as the "Owner" of the related Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such Mortgage Loans With respect to each MERS Mortgage Loan, the Servicer shall take such actions as are necessary to cause Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party, as the case may be, to be clearly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERSeffect.

Reconstitution. The Owner and the Servicer agree that with respect to some or all of the Mortgage Loans, from time to time the Owner shall effect an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer, in each case retaining the Servicer as the servicer thereof, or as applicable, the "seller/servicer". Any Mortgage Loans that have been transferred by the initial Owner pursuant to an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer may be referred to as "Reconstituted Mortgage Loans", . The Servicer shall cooperate fully with the Owner in connection with any Reconstitution contemplated by the Owner pursuant to this Section 7.01, including without limitation providing requested information and reports to, and otherwise cooperating with, rating agencies, trustees, securities administrators, guarantors, Xxxxxx Mae, Xxxxxxx Mac, third party purchasers or credit risk managers, as applicable. In that connection, the Servicer shall provide to Xxxxxx Mae, Xxxxxxx Mac, the trustee, master servicer or a third party purchaser, as the case may be, and/or the Owner: (i) any and all information and appropriate verification of information which may be reasonably available to the Servicer, including the Servicer's foreclosure and delinquency experience, whether through letters of its auditors and counsel or otherwise, as the Owner shall request; and (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Servicer as are reasonably believed necessary by any Reconstitution Party, rating agency or the Owner, as the case may be, in connection with such Reconstitution transactions. In addition, the Servicer shall indemnify the Owner and any Reconstitution Party for any material misstatements contained in the information provided pursuant to the preceding sentence that the Owner may disclose in any securitization offering materials. The Owner or the Master Servicer shall provide the Servicer with notice with respect to any such Reconstitution in the form of Exhibit F hereto (each, a "Transfer Notice"), including a schedule of Mortgage Loans which have been transferred and the effective date of the Reconstitution (the "Effective Date"), the Cut-Off Date, the Master Servicer, the new Owner, and whether or not the Mortgage Loans are owned by a REMIC. Upon receipt of a Transfer Notcie, the Servicer shall promptly countersign and return the Transfer Notice to the Master Servicer. Upon the Effective Date of such a transfer, (A) the Servicer and Owner agree that the provisions of this Agreement shall remain in effect, and (B) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Mac, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Reconstitution as the "Owner" of such Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such transferred Mortgage Loans. In connection with any Reconstitution and at the request of the Owner or the Master Servicer, on not less than five (5) days notice, the Servicer shall execute and deliver a certificate, in form and substance acceptable to the Owner, acknowledging and certifying to the Owner and the Master Servicer that: (i) the Servicer has received the Transfer Notice, and attaching the related schedule of Mortgage Loans included in such Reconstitution (which schedule shall include such Mortgage Loan data as may reasonably be requested by the Owner or the Master Servicer), (ii) this Agreement is in full force and effect in accordance with its terms, (iii) no Event of Default has occurred under this Agreement, nor does there exist any state of facts that, with the giving of notice or passage of time, or both, would constitute an Event of Default under this Agreement, (iv) each of the representations and warranties of the Servicer contained in Section 3.01 are true and correct as of the related Effective Date as if made on such date and (v) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Xxxx, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Agency Transfer, Whole Loan Transfer or Pass-Through Transfer as the "Owner" of the related Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such Mortgage Loans Loans. With respect to each MERS Mortgage Loan, the Servicer shall take such actions as are necessary to cause Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party, as the case may be, to be clearly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

Reconstitution. The Owner and the Servicer agree that with respect to some or all of the Mortgage Loans, from time to time the Owner shall effect an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer, in each case retaining the Servicer as the servicer thereof, or as applicable, the "seller/servicer". Any Mortgage Loans that have been transferred by the initial Owner pursuant to an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer may be referred to as "Reconstituted Mortgage Loans", The Servicer shall cooperate fully with the Owner in connection with any Reconstitution contemplated by the Owner pursuant to this Section 7.01, including without limitation providing requested information and reports to, and otherwise cooperating with, rating agencies, trustees, securities administrators, guarantors, Xxxxxx Mae, Xxxxxxx Mac, third party purchasers or credit risk managers, as applicable. In that connection, the Servicer shall provide to Xxxxxx Mae, Xxxxxxx Mac, the trustee, master servicer or a third party purchaser, as the case may be, and/or the Owner: (i) any and all information and appropriate verification of information which may be reasonably available to the Servicer, including the Servicer's foreclosure and delinquency experience, whether through letters of its auditors and counsel or otherwise, as the Owner shall request; and (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Servicer as are reasonably believed necessary by any Reconstitution Party, rating agency or the Owner, as the case may be, in connection with such Reconstitution transactions. In addition, the Servicer shall indemnify the Owner and any Reconstitution Party for any material misstatements contained in the information provided pursuant to the preceding sentence that the Owner may disclose in any securitization offering materials. The Owner or the Master Servicer shall provide the Servicer with notice with respect to any such Reconstitution in the form of Exhibit F hereto (each, a "Transfer Notice"), including a schedule of Mortgage Loans which have been transferred and the effective date of the Reconstitution (the "Effective Date"), the Cut-Off Date, the Master Servicer, the new Owner, and whether or not the Mortgage Loans are owned by a REMIC. Upon receipt of a Transfer Notcie, the Servicer shall promptly countersign and return the Transfer Notice to the Master Servicer. Upon the Effective Date of such a transfer, (A) the Servicer and Owner agree that the provisions of this Agreement shall remain in effect, and (B) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Mac, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Reconstitution as the "Owner" of such Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such transferred Mortgage Loans. In connection with any Reconstitution and at the request of the Owner or the Master Servicer, on not less than five (5) days notice, the Servicer shall execute and deliver a certificate, in form and substance acceptable to the Owner, acknowledging and certifying to the Owner and the Master Servicer that: (i) the Servicer has received the Transfer Notice, and attaching the related schedule of Mortgage Loans included in such Reconstitution (which schedule shall include such Mortgage Loan data as may reasonably be requested by the Owner or the Master Servicer), (ii) this Agreement is in full force and effect in accordance with its terms, (iii) no Event of Default has occurred under this Agreement, nor does there exist any state of facts that, with the giving of notice or passage of time, or both, would constitute an Event of Default under this Agreement, (iv) each of the representations and warranties of the Servicer contained in Section 3.01 are true and correct as of the related Effective Date as if made on such date and (v) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Xxxx, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Agency Transfer, Whole Loan Transfer or Pass-Through Transfer as the "Owner" of the related Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such Mortgage Loans Loans. With respect to each MERS Mortgage Loan, the Servicer shall take such actions as are necessary to cause Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party, as the case may be, to be clearly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

Reconstitution. The (a) Servicer and Owner and the Servicer agree that with respect to some or all of the Mortgage Loans, from time to time the Owner shall may effect an one or more Whole Loan Transfers, one or more Agency Transfer, a Transfers and/or one- or more Pass-Through Transfer or a Transfers. With respect to each Whole Loan Transfer, in each case retaining the Servicer as the servicer thereof, Agency Transfer or as applicable, the "seller/servicer". Any Mortgage Loans that have been transferred by the initial Owner pursuant to an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer may be referred to as "Reconstituted Mortgage Loans", The Servicer shall cooperate fully with the Owner in connection with any Reconstitution contemplated by the Owner pursuant to this Section 7.01, including without limitation providing requested information and reports to, and otherwise cooperating with, rating agencies, trustees, securities administrators, guarantors, Xxxxxx Mae, Xxxxxxx Mac, third party purchasers or credit risk managers, as applicable. In that connection, the Servicer shall provide to Xxxxxx Mae, Xxxxxxx Mac, the trustee, master servicer or a third party purchaserTransfer, as the case may be, and/or entered into by Owner, Servicer agrees: (1) to cooperate fully with Owner and any prospective purchaser with respect to all reasonable requests and due diligence procedures including participating in meetings with rating agencies, bond insurers and such other parties as Owner shall designate and participating in meetings with prospective purchasers of the Loans or interests therein and providing information reasonably requested by such purchasers; (2) to execute all Reconstitution Agreements provided that each of Servicer and Owner is given an opportunity to review and reasonably negotiate in good faith the content of such documents not specifically referenced or provided for herein; (3) to deliver to Owner for inclusion in any prospectus or other offering material such publicly available information regarding Servicer, its Loan delinquency, foreclosure and loss experience and any additional information reasonably requested by Owner: , and to deliver to Owner; (i4) to deliver to Owner and to any Person designated by Owner, at Owner's expense, such statements and all audit letters of reputable, certified public accountants pertaining to information and appropriate verification of information which may provided by Servicer pursuant to clause 3 above as shall be reasonably available requested by Owner, (5) to the Servicer, including the Servicer's foreclosure and delinquency experience, whether through letters of its auditors and counsel or otherwise, as the Owner shall request; and (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditorsdeliver to Owner, and certificates to any Person designated by Owner, such legal documents and in-house Opinions of public officials or officers of the Servicer Counsel as are reasonably believed necessary customarily delivered by any Reconstitution Party, rating agency originators or the Ownerservicers, as the case may be, and reasonably determined by Owner to be necessary in connection with such Reconstitution transactions. In additionWhole Loan Transfers, the Servicer shall indemnify the Agency Transfers or Pass-Through Transfers; (6) to cooperate fully with Owner and any Reconstitution Party for any material misstatements contained in the information provided pursuant to the preceding sentence that the Owner may disclose in any securitization offering materials. The Owner or the Master Servicer shall provide the Servicer with notice prospective purchaser with respect to any such Reconstitution in the form of Exhibit F hereto preparation (eachincluding, a "Transfer Notice"), including a schedule of Mortgage Loans which have been transferred and the effective date of the Reconstitution (the "Effective Date")but not limited to, the Cut-Off Dateendorsement, the Master Servicerdelivery, the new Ownerassignment, and whether or not the Mortgage Loans are owned by a REMIC. Upon receipt execution) of a Transfer NotcieLoan Documents and other related documents, the Servicer shall promptly countersign and return the Transfer Notice to the Master Servicer. Upon the Effective Date of such a transfer, (A) the Servicer and Owner agree that the provisions of this Agreement shall remain in effect, and (B) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Mac, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Reconstitution as the "Owner" of such Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such transferred Mortgage Loans. In servicing requirements reasonably requested by the rating agencies and credit enhancers; (7) to negotiate and execute one or more subservicing agreements between Servicer and any master servicer which is generally considered to be a prudent master servicer in the secondary mortgage market, designated by Owner in its sole discretion after consultation with Servicer and/or one or more custodial and servicing agreements among Owner, Servicer and a thud party custodian/trustee which is generally considered to be a prudent custodian/trustee in the secondary mortgage market designated by Owner in its sole discretion after consultation with Servicer, in either case for the purpose of pooling the Loans with other Loans for resale or securitization; and (8) in connection with any Reconstitution securitization of any Loans, to execute a pooling and, servicing agreement, which pooling and servicing agreement may, at Owner's direction, contain contractual provisions including, but not limited to, a customary certificate payment delays, servicer advances of delinquent scheduled, payments of principal and interest through liquidation (unless deemed non-recoverable) and prepayment interest shortfalls (to the request extent of the Owner or the Master Servicermonthly servicing fee payable thereto), on not less than five (5) days notice, the Servicer shall execute servicing representations and deliver a certificate, warranties which in form and substance acceptable conform to the Owner, acknowledging and certifying to the Owner and the Master Servicer that: (i) the Servicer has received the Transfer Notice, and attaching the related schedule of Mortgage Loans included in such Reconstitution (which schedule shall include such Mortgage Loan data as may reasonably be requested by the Owner or the Master Servicer), (ii) this Agreement is in full force and effect in accordance with its terms, (iii) no Event of Default has occurred under this Agreement, nor does there exist any state of facts that, with the giving of notice or passage of time, or both, would constitute an Event of Default under this Agreement, (iv) each of the representations and warranties in this Agreement and to secondary market standards for securities backed by Loans similar to the Loans and such provisions with regard to servicing responsibilities, investor reporting, segregation and deposit of principal and interest payments, custody of the Servicer contained in Section 3.01 Loans, and other covenants as are true required by Owner and correct as one or more nationally recognized rating agencies which are "mortgage related securities" for the purposes of the related Effective Date as if made on such date and (v) Secondary Mortgage Market Enhancement Act of 1984, unless otherwise mutually agreed. If Owner deems it advisable at any time to pool the Loans with other Loans for the purpose of resale or securitization, Servicer agrees to recognize Xxxxxx Maeexecute one or more subservicing agreements between itself (as servicer) and a master servicer designated by Owner at its sole discretion, Xxxxxxx Xxxxand/or one or more servicing agreements among Servicer (as servicer), Owner and a trustee designated by Owner at its sole discretion, such agreements in each case incorporating terms and provisions substantially identical to those described in the trusteeimmediately preceding paragraph. Any and all reasonable costs, trust fees and expenses incurred by Servicer in connection with the foregoing shall be reimbursed by Owner after receipt of an invoice therefor in accordance with Section 6.4; provided that Servicer shall not be entitled to reimbursement for the fees of Servicer's own legal counsel in connection with the foregoing. All Loans not sold or third party purchaser of the transferred Mortgage Loans in such Agency pursuant to a Whole Loan Transfer, Whole Loan Agency Transfer or Pass-Through Transfer as shall be subject to this Agreement and shall continue to be serviced for the "Owner" remainder of the related Mortgage Loans, having Preliminary Servicing Period in accordance with the same rights under terms of this Agreement as and with respect thereto this Agreement shall remain in full force and effect. (b) Notwithstanding anything contained herein to the initial Owner contrary, in connection with (a) a Pass-Through Transfer, or (b) an Agency Transfer, or (c) a Whole Loan Transfer, Servicer shall deposit in the Collection Account within one Business Day of receipt, and retain therein with respect to such Mortgage Loans With respect to each MERS Mortgage Loanprincipal prepayment in full, the Servicer Prepayment Interest Shortfall Amount, if any, for the month of distribution. Such deposit shall take such actions as are necessary be made from Servicer's own funds, without reimbursement therefor up to cause Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party, as the case may be, to be clearly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes a maximum amount per month of the system of recording transfers of beneficial ownership of mortgages maintained by MERSServicing Fee actually received for such month for the Loans.

Reconstitution. (a) Upon 20 days' prior written notice of intent to the Company, the Owner and the Company agree that the Owner may consummate a Whole-Loan Transfer or Securitization Transaction and assign its rights under this Agreement with respect to the Mortgage Loans subject to such Whole-Loan Transfer or Securitization Transaction subject to the terms of this Agreement; provided, however, that the transferee will not be deemed to be the Owner hereunder unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the document evidencing such agreement shall have been executed by the Owner and the transferee and delivered to the Company. Notwithstanding the foregoing, no transfer shall be effective if such transfer would result in there being more than three (3) transferees outstanding hereunder with respect to any Mortgage Loan Package. (b) The Owner and the Servicer Company agree that with respect to some or all of the Mortgage Loans, from time to time the Owner shall effect an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer, in each case retaining the Servicer as the servicer thereof, or as applicable, the "seller/servicer". Any Mortgage Loans that have been transferred by the initial Owner pursuant to an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer may be referred to as "Reconstituted Mortgage Loans", The Servicer shall cooperate fully with the Owner in connection with any the completion of a Securitization Transaction, the Company shall: (i) provide the Owner with an Officer's Certificate on behalf of the Company that restates as of the date of the Reconstitution contemplated all representations and warranties made by the Company pursuant to Section 2.04(c) of this Agreement and to restate the representations and warranties made by the Company in Section 2.04(a) as of the Closing Date on which such Mortgage Loans were purchased by the Initial Owner pursuant to this Agreement, together with any additional reasonable representations and warranties which may be required by the rating agencies in connection with the Securitization Transaction, which shall be mutually agreed upon by the Company and the Owner and shall be standard representations and warranties for Securitization Transactions involving mortgage loans similar to the Mortgage Loans and shall not impose any additional material obligations or liabilities on the Company than are set forth in this Agreement; (ii) cooperate with the Owner with respect to reasonable requests which have been made by the Owner by prior notice and if the Company is required to be a party to any of the Reconstitution Agreements, execute any Reconstitution Agreement, subject to the provisions of this Section 7.01, including without limitation providing requested information and reports to3.18, and otherwise cooperating withsubject to the mutual agreement between the Owner and the Company as to the terms thereof within a reasonable period of time, rating agencies, trustees, securities administrators, guarantors, Xxxxxx Mae, Xxxxxxx Mac, third party purchasers but in no event shall any prior notice and request to execute a Reconstitution Agreement be made to the Company less than ten (10) days prior to the date such Reconstitution Agreement is to be executed; (iii) provide to any master servicer or credit risk managerstrustee, as applicable. In that connection, the Servicer shall provide to Xxxxxx Mae, Xxxxxxx Mac, the trustee, master servicer or a third party purchaser, as the case may be, and/or the Owner: (i) , as of a recent date prior to the Securitization Transaction, any and all publicly available information and appropriate verification of information which may be reasonably available to the Servicer, including the Servicer's foreclosure and delinquency experienceCompany, whether through letters of its auditors and counsel or otherwise, as the Owner. trustee or a master servicer shall reasonably request as to the related Mortgage Loans and that is customary information for a Securitization Transaction; (iv) agree to service the Mortgage Loans in accordance with the requirements of the Securitization Transaction, including, without limitation, servicing the Mortgage Loans in accordance with the requirements of the applicable Agency if the Securitization Transaction is an Agency securitization, or servicing the Mortgage Loans in accordance with the requirements of the private label securitization if the Securitization Transaction is a private label securitization; provided that no such servicing requirements shall impose any additional obligations or liabilities on the Company than are set forth in this Agreement unless mutually agreed upon by the Company and the Owner; (v) deliver to the Owner an Opinion of Counsel with respect to the enforceability of the Reconstitution Agreement against the Company, it being understood that the cost of any Opinion of Counsel from outside counsel shall be the responsibility of the Owner, subject to Section 3.18(b); and (vi) provide all other assistance reasonably requested by the Owner in connection with effectuation and completion of the Securitization Transaction. With respect to any Securitization Transaction, the Owner shall requestbe entitled to include in any disclosure document information provided by the Company as required by the rating agencies (the "Company Information"), and the Company acknowledges and agrees that the related investors will be permitted to rely on such information. The Company shall indemnify the Owner for any untrue statement or alleged untrue statement of any material fact contained in such Company Information, or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. In addition, the Owner shall indemnify the Company and its affiliates for any untrue statement of any material fact contained in information other than the Company Information contained in any disclosure document, or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (c) The Owner shall reimburse the Company for all reasonable out-of-pocket costs and expenses (including auditor and legal fees) incurred in connection with any Securitization Transaction; provided, however, that all amounts required to be paid by the Owner pursuant to this clause (c) shall be subject to the prior notice and approval of the Owner, such approval not to be unreasonably withheld; and provided, further, that, unless otherwise agreed by the Owner and the Company in a term sheet related to a Securitization Transaction, such legal fees for the first such Securitization Transaction shall not exceed $20,000 and shall not exceed $10,000 for any additional Securitization Transaction. (iid) such additional representationsAll Mortgage Loans not sold or transferred pursuant to Section 2.03 or a Securitization Transaction shall be subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto this Agreement shall remain in full force and effect. (e) If a REMIC election has been made with respect to the arrangement under which the Mortgage Loans and REO Property are held, warrantiesthe Company shall not take any action, covenantscause the REMIC to take any action or fail to take (or fail to cause to be taken) any action that, opinions of counselunder the REMIC Provisions, letters from auditors, and certificates of public officials if taken or officers of the Servicer as are reasonably believed necessary by any Reconstitution Party, rating agency or the Ownernot taken, as the case may be, could (i) endanger the status of the REMIC as a REMIC or (ii) result in connection with the imposition of a tax upon the REMIC (including but not limited to the tax on "prohibited transactions" as defined Section 860(a)(2) of the Code and the tax on "contributions" to a REMIC set forth in Section 860(d) of the Code) unless the Company has received an Opinion of Counsel (at the expense of the party seeking to take such Reconstitution transactions. In addition, an action) to the Servicer shall indemnify effect that the Owner and contemplated action will not endanger such REMIC status or result in the imposition of any such tax. (i) The Company hereby agrees to the inclusion in any Reconstitution Party for any material misstatements contained in the information provided pursuant Agreement, where applicable, a section relating to the preceding sentence that the Owner may disclose in any securitization offering materials. The Owner or the Master Servicer shall provide the Servicer with notice with respect to any such Reconstitution special foreclosure rights in the form of Exhibit F I attached hereto (each, a "Transfer Notice"), including a schedule of Mortgage Loans which have been transferred and the effective date of the Reconstitution (the "Effective Date"), the Cut-Off Date, the Master Servicer, the new Owner, and whether or not the Mortgage Loans are owned by a REMIC. Upon receipt of a Transfer Notcie, the Servicer provisions shall promptly countersign and return the Transfer Notice be applicable to the Master Servicer. Upon the Effective Date of such a transfer, (A) the Servicer and Owner agree that the provisions of this Agreement shall remain in effect, and (B) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Mac, the trustee, trust Company or third party purchaser of the transferred Mortgage Loans in such Reconstitution as the "Owner" of such Mortgage Loans, having the same rights under this Agreement as the initial Owner any Subservicer with respect to such transferred the applicable Mortgage Loans. In connection with Notwithstanding the foregoing, prior to any Reconstitution and at the request in respect of the Owner or the Master Servicer, on not less than five (5) days notice, the Servicer shall execute and deliver a certificate, in form and substance acceptable to the Owner, acknowledging and certifying to the Owner and the Master Servicer that: (i) the Servicer has received the Transfer Notice, and attaching the related schedule of Mortgage Loans included in such Reconstitution (which schedule shall include such Mortgage Loan data as may reasonably be requested by the Owner or the Master Servicer), (ii) this Agreement is in full force and effect in accordance with its terms, (iii) no Event of Default has occurred under this Agreement, nor does there exist any state of facts that, with the giving of notice or passage of time, or both, would constitute an Event of Default under this Agreement, (iv) each of the representations and warranties of the Servicer contained in Section 3.01 are true and correct as of the related Effective Date as if made on such date and (v) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Xxxx, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Agency Transfer, Whole Loan Transfer or Pass-Through Transfer as the "Owner" of the related Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such Mortgage Loans With respect to each MERS Mortgage Loan, the Servicer provisions of Exhibit I attached hereto shall take such actions as are necessary be applicable to cause Xxxxxx Maethe Company, Xxxxxxx Macany Subservicer, the trustee or such third partyLuminent Mortgage Capital, as the case may be, to be clearly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.Inc. 42

Reconstitution. The Owner and the Servicer agree that with respect to some or all of the Mortgage Loans, from time to time the Owner shall Owner, at its sole option, may effect an Agency Transfer, a Whole Loan Transfers or Pass-Through Transfer or a Whole Loan TransferTransfers, in each case retaining the Servicer as the servicer thereofthereof or subservicer if a master servicer is employed, or as applicable, applicable the "“seller/servicer". Any .” Such a transfer may be effected through the execution of either an assignment, assumption and recognition agreement with respect to this Agreement or a replacement agreement at which point the Portfolio Mortgage Loans transferred shall cease to be covered by this Agreement; provided, however, that, in the event that have been any Portfolio Mortgage Loan transferred pursuant to this Section 10.08 is rejected by the initial transferee, the Servicer shall continue to service such rejected Portfolio Mortgage Loan on behalf of the Owner pursuant to an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer may be referred to as "Reconstituted Mortgage Loans", in accordance with the terms and provisions of this Agreement. The Servicer shall cooperate fully with the Owner in connection with each Whole Loan Transfer or Pass-Through Transfer in accordance with this Section 10.08. In connection therewith the Servicer shall: (a) execute a Reconstitution Agreement reasonably acceptable to the Servicer that restates, as of the Reconstitution Date, all representations and warranties made by Servicer pursuant to Article VII of this Agreement, subject to modification based on events arising after the date hereof; (b) cooperate with Owner with respect to reasonable requests that have been made by Owner by prior notice and, if Servicer is required to be a party to any of the Reconstitution Agreements, execute any Reconstitution contemplated Agreement, subject to the provisions of this Section 10.08, within a reasonable period of time, but in no event shall any prior notice and request to execute a Reconstitution Agreement be made to Servicer less than thirty (30) days prior to the date such Reconstitution Agreement is to be executed. Unless otherwise agreed to by the Owner Servicer and pursuant to Section 2.19 hereof, in no event shall a Reconstitution Agreement impose any additional obligations or liabilities on Servicer other than as are set forth in this Section 7.01Agreement; provided, including without limitation providing requested information and reports tohowever, and otherwise cooperating with, rating agencies, trustees, securities administrators, guarantors, Xxxxxx Mae, Xxxxxxx Mac, third party purchasers or credit risk managers, as applicable. In that connection, the Servicer shall provide to Xxxxxx Mae, Xxxxxxx Mac, the trustee, master servicer or it is understood that a third party purchaser, as the case Reconstitution Agreement may be, and/or the Owner: contain (i) industry standard language regarding Servicer’s duties under Regulation AB or (ii) language regarding Servicer servicing into a Pass-Through Transfer, and Servicer shall reasonably cooperate with such; (c) provide to the Owner, as of a recent date prior to the Reconstitution, any and all available information and appropriate verification of information which may be reasonably available to the Servicer, including the Servicer's foreclosure and delinquency experience, whether through letters of its auditors and counsel or otherwise, as Owner shall reasonably request as to the Servicer and the related Mortgage Loans and/or REO Properties and that is customary information for a Reconstitution; (d) provide to the Owner shall request; any and (ii) such additional representationsall information with respect to the Servicer, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Servicer as are reasonably believed necessary by any Reconstitution Party, rating agency its servicing portfolio or the Mortgage Loans and/or REO Properties and appropriate verification of information reasonably requested by the Owner, as the case may be, in connection with such Reconstitution transactions. In addition, the Servicer shall ; (e) indemnify the Owner and any Reconstitution Party for any material misstatements contained in the information provided pursuant above which is contained in any securities offering documents pertaining to the preceding sentence that any such Reconstitution; (f) the Owner may disclose shall indemnify the Servicer for losses related to material misstatements with respect to information contained in any securitization securities offering materials. The Owner or the Master Servicer shall provide the Servicer with notice with respect documents pertaining to any such Reconstitution in the form of Exhibit F hereto (each, a "Transfer Notice"), including a schedule of Mortgage Loans which have been transferred and the effective date of the Reconstitution (the "Effective Date"), the Cut-Off Date, the Master Servicer, the new Owner, and whether or that was not the Mortgage Loans are owned provided by a REMIC. Upon receipt of a Transfer Notcie, the Servicer shall promptly countersign and return the Transfer Notice to the Master Servicer. Upon the Effective Date of such a transfer, or its agents; (Ag) the Servicer and Owner agree that the provisions of this Agreement shall remain in effect, and (B) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Mac, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Reconstitution as the "Owner" of such Mortgage Loans, having the same rights under this Agreement as the initial Owner with With respect to such transferred Mortgage Loans. In connection with any Reconstitution and at the request of the Owner or the Master Servicer, on not less than five (5) days notice, the Servicer shall execute and deliver a certificate, in form and substance acceptable to the Owner, acknowledging and certifying to the Owner and the Master Servicer that: (i) the Servicer has received the Transfer Notice, and attaching the related schedule of Mortgage Loans included in such Reconstitution (which schedule shall include such Mortgage Loan data as may reasonably be requested by the Owner or the Master Servicer), (ii) this Agreement is in full force and effect in accordance with its terms, (iii) no Event of Default has occurred under this Agreement, nor does there exist any state of facts that, with the giving of notice or passage of time, or both, would constitute an Event of Default under this Agreement, (iv) each of the representations and warranties of the Servicer contained in Section 3.01 are true and correct as of the related Effective Date as if made on such date and (v) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Xxxx, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Agency Transfer, Whole Loan Transfer or Pass-Through Transfer as Transfer, Owner shall pay all of Servicer’s reasonable out of pocket costs incurred in connection with the "Owner" transfer of the related Portfolio Mortgage Loans relating thereto; All Mortgage Loans not sold or transferred pursuant to Whole Loan 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 and with respect thereto this Agreement shall remain in full force and effect. In the event the Servicer does not remain the servicer of the Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such Mortgage Loans With respect to each MERS Mortgage Loan, the Servicer shall take such actions as are necessary be entitled to cause Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party, as Deboarding Fee and the case may be, to be clearly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERSTermination Fee.

Reconstitution. The Owner and the Servicer agree that with respect to some or all of the Mortgage Loans, from time to time the Owner shall effect an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer, in each case retaining the Servicer as the servicer thereof, or as applicable, the "seller/servicer". Any Mortgage Loans that have been transferred by the initial Owner pursuant to an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer may be referred to as "Reconstituted Mortgage Loans", . The Servicer shall cooperate fully with the Owner in connection with any Reconstitution contemplated by the Owner pursuant to this Section 7.01, including without limitation providing requested information and reports to, and otherwise cooperating with, rating agencies, trustees, securities administrators, guarantors, Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, third party purchasers or credit risk managers, as applicablexx xxxlicablx. In that Xx xhat connection, the Servicer shall provide to Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the trustee, master servicer or a third party purchaserpuxxxxxxr, as the case xxx xxxe may be, and/or the Owner: (i) any and all information and appropriate verification of information which may be reasonably available to the Servicer, including the Servicer's foreclosure and delinquency experience, whether through letters of its auditors and counsel or otherwise, as the Owner shall request; and (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Servicer as are reasonably believed necessary by any Reconstitution Party, rating agency or the Owner, as the case may be, in connection with such Reconstitution transactions. In addition, the Servicer shall indemnify the Owner and any Reconstitution Party for any material misstatements contained in the information provided pursuant to the preceding sentence that the Owner may disclose in any securitization offering materials. The Owner or the Master Servicer shall provide the Servicer with notice with respect to any such Reconstitution in the form of Exhibit F hereto (each, a "Transfer Notice"), including a schedule of Mortgage Loans which have been transferred and the effective date of the Reconstitution (the "Effective Date"), the Cut-Off Date, the Master Servicer, the new Owner, and whether or not the Mortgage Loans are owned by a REMIC. Upon receipt of a Transfer NotcieNotice, the Servicer shall promptly countersign and return the Transfer Notice to the Master Servicer. Upon the Effective Date of such a transfer, (A) the Servicer and Owner agree that the provisions of this Agreement shall remain in effect, and (B) the Servicer agrees to recognize Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the trustee, trust or third party purchaser of the transferred Mortgage txx xxxnsferrxx Xxxxgage Loans in such Reconstitution as the "Owner" of such Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such transferred Mortgage Loans. In connection with any Reconstitution and at the request of the Owner or the Master Servicer, on not less than five (5) days notice, the Servicer shall execute and deliver a certificate, in form and substance acceptable to the Owner, acknowledging and certifying to the Owner and the Master Servicer that: (i) the Servicer has received the Transfer Notice, and attaching the related schedule of Mortgage Loans included in such Reconstitution (which schedule shall include such Mortgage Loan data as may reasonably be requested by the Owner or the Master Servicer), (ii) this Agreement is in full force and effect in accordance with its terms, (iii) no Event of Default has occurred under this Agreement, nor does there exist any state of facts that, with the giving of notice or passage of time, or both, would constitute an Event of Default under this Agreement, (iv) each of the representations and warranties of the Servicer contained in Section 3.01 are true and correct as of the related Effective Date as if made on such date and (v) the Servicer agrees to recognize Xxxxxx Fannie Mae, Xxxxxxx XxxxFreddie Mace, the trustee, trust or third party purchaser of the transferred Mortgage xxx xxansferxxx Xxxxxxxx Loans in such Agency Transfer, Whole Loan Transfer or Pass-Through Transfer as the "Owner" of the related Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such Mortgage Loans Loans. With respect to each MERS Mortgage Loan, the Servicer shall take such actions as are necessary to cause Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the trustee or such third party, as the case may bexx, to xo be clearly cxxxxxx identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

Reconstitution. The Owner and the Servicer agree that with respect to some or all of the Mortgage Loans, from time to time the Owner shall effect an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer, in each case retaining the Servicer as the servicer thereof, or as applicable, the "seller/servicer". Any Mortgage Loans that have been transferred by the initial Owner pursuant to an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer may be referred to as "Reconstituted Mortgage Loans", The Servicer shall cooperate fully with the Owner in connection with any Reconstitution contemplated by the Owner pursuant to this Section 7.01, including without limitation providing requested information and reports to, and otherwise cooperating with, rating agencies, trustees, securities administrators, guarantors, Xxxxxx MaeXxx, Xxxxxxx Mac, third party purchasers or credit risk managers, as applicable. In that connection, the Servicer shall provide to Xxxxxx Mae, Xxxxxxx Mac, the trustee, master servicer or a third party purchaser, as the case may be, and/or the Owner: (i) any and all information and appropriate verification of information which may be reasonably available to the Servicer, including the Servicer's foreclosure and delinquency experience, whether through letters of its auditors and counsel or otherwise, as the Owner shall request; and (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Servicer as are reasonably believed necessary by any Reconstitution Party, rating agency or the Owner, as the case may be, in connection with such Reconstitution transactions. In addition, the Servicer shall indemnify the Owner and any Reconstitution Party for any material misstatements contained in the information provided pursuant to the preceding sentence that the Owner may disclose in any securitization offering materials. The Owner or the Master Servicer shall provide the Servicer with notice with respect to any such Reconstitution in the form of Exhibit F hereto (each, a "Transfer Notice"), including a schedule of Mortgage Loans which have been transferred and the effective date of the Reconstitution (the "Effective Date"), the Cut-Off Date, the Master Servicer, the new Owner, and whether or not the Mortgage Loans are owned by a REMIC. Upon receipt of a Transfer Notcie, the Servicer shall promptly countersign and return the Transfer Notice to the Master Servicer. Upon the Effective Date of such a transfer, (A) the Servicer and Owner agree that the provisions of this Agreement shall remain in effect, and (B) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Mac, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Reconstitution as the "Owner" of such Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such transferred Mortgage Loans. In connection with any Reconstitution and at the request of the Owner or the Master Servicer, on not less than five (5) days notice, the Servicer shall execute and deliver a certificate, in form and substance acceptable to the Owner, acknowledging and certifying to the Owner and the Master Servicer that: (i) the Servicer has received the Transfer Notice, and attaching the related schedule of Mortgage Loans included in such Reconstitution (which schedule shall include such Mortgage Loan data as may reasonably be requested by the Owner or the Master Servicer), (ii) this Agreement is in full force and effect in accordance with its terms, (iii) no Event of Default has occurred under this Agreement, nor does there exist any state of facts that, with the giving of notice or passage of time, or both, would constitute an Event of Default under this Agreement, (iv) each of the representations and warranties of the Servicer contained in Section 3.01 are true and correct as of the related Effective Date as if made on such date and (v) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Xxxx, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Agency Transfer, Whole Loan Transfer or Pass-Through Transfer as the "Owner" of the related Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such Mortgage Loans Loans. With respect to each MERS Mortgage Loan, the Servicer shall take such actions as are necessary to cause Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party, as the case may be, to be clearly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

Reconstitution. The Owner and the Servicer agree that with With respect to some each Whole Loan Transfer or all of the Mortgage Loans, from time to time the Owner shall effect an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer, in each case retaining the Servicer as the servicer thereof, or as applicable, the "seller/servicer". Any Mortgage Loans that have been transferred by the initial Owner pursuant to an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer may be referred to as "Reconstituted Mortgage Loans", The Servicer shall cooperate fully with the Owner in connection with any Reconstitution contemplated by the Owner pursuant to this Section 7.01, including without limitation providing requested information and reports to, and otherwise cooperating with, rating agencies, trustees, securities administrators, guarantors, Xxxxxx Mae, Xxxxxxx Mac, third party purchasers or credit risk managers, as applicable. In that connection, the Servicer shall provide to Xxxxxx Mae, Xxxxxxx Mac, the trustee, master servicer or a third party purchaser, as the case may be, and/or entered into by the Owner: Servicer agrees: (i1) to cooperate fully with the Owner and any prospective purchaser of the Mortgage Loans with respect to all reasonable requests and all information due diligence procedures including participating in meetings with rating agencies, bond insurers and appropriate verification of information which may be reasonably available to the Servicer, including the Servicer's foreclosure and delinquency experience, whether through letters of its auditors and counsel or otherwise, such other parties as the Owner shall request; designate and participating in meetings with prospective purchasers of the Mortgage Loans or interests therein and providing information reasonably requested by such purchasers; (ii2) to execute all Reconstitution Agreements, including without limitation, an assignment and assumption agreement and an indemnification agreement, provided that the Owner shall deliver any Reconstitution Agreements required to be executed by the Servicer at least ten (10) days prior to such additional representations, warranties, covenants, opinions of counsel, letters from auditorsWhole Loan Transfer or Pass-Through Transfer, and certificates of public officials the Servicer shall execute any such Reconstitution Agreements which contain provisions substantially similar to those herein or officers otherwise reasonably acceptable to the Owner and the Servicer and which restates the representations and warranties contained in Article II as of the date of such Whole Loan Transfer or Pass-Through (except to the extent any such representation or warranty is not accurate on such date); (3) to deliver to the Owner for inclusion in any prospectus or other offering material such publicly available information regarding the Servicer’s financial condition and its mortgage loan delinquency, foreclosure and loss experience and any additional information requested by the Owner, and to deliver to the Owner any similar non public, unaudited financial information, in which case the Owner shall bear the cost of having such information audited by certified public accountants if the Owner desires such an audit, or as is otherwise reasonably requested by the Owner and which the Servicer is capable of providing without unreasonable effort or expense, and to indemnify the Owner and its affiliates for material misstatements and alleged material misstatement contained in such information and material omissions and alleged material omissions from such information; (4) to deliver to the Owner and to any Person designated by the Owner, at the Owner’s expense, such statements and audit letters of reputable, certified public accountants pertaining to information provided by the Servicer pursuant to clause 3 above as shall be reasonably requested by the Owner; (5) to deliver to the Owner, and to any Person designated by the Owner, such legal documents and in-house Opinions of Counsel as are reasonably believed necessary customarily delivered by any Reconstitution Party, rating agency originators or the Ownerservicers, as the case may be, and reasonably determined by the Owner to be necessary in connection with Whole Loan Transfers or Pass-Through Transfers, as the case may be, such Reconstitution transactions. In addition, the Servicer shall indemnify the Owner and any Reconstitution Party in-house Opinions of Counsel for any material misstatements contained in the information provided pursuant a Pass-Through Transfer to the preceding sentence that the Owner may disclose in any securitization offering materials. The Owner or the Master Servicer shall provide the Servicer with notice with respect to any such Reconstitution be in the form of Exhibit F hereto (each, a "Transfer Notice"), including a schedule of Mortgage Loans which have been transferred and the effective date of the Reconstitution (the "Effective Date"), the Cut-Off Date, the Master Servicer, the new Owner, and whether or not the Mortgage Loans are owned by a REMIC. Upon receipt of a Transfer Notcie, the Servicer shall promptly countersign and return the Transfer Notice to the Master Servicer. Upon the Effective Date of such a transfer, (A) the Servicer and Owner agree that the provisions of this Agreement shall remain in effect, and (B) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Mac, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Reconstitution as the "Owner" of such Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such transferred Mortgage Loans. In connection with any Reconstitution and at the request of the Owner or the Master Servicer, on not less than five (5) days notice, the Servicer shall execute and deliver a certificate, in form and substance reasonably acceptable to the Owner, acknowledging it being understood that the cost of any opinions of outside special counsel that may be required for a Whole Loan Transfer or Pass-Through Transfer, as the case may be, shall be the responsibility of the Owner; (6) to negotiate and certifying to the Owner and the Master Servicer that: (i) execute one or more subservicing agreements between the Servicer has received and a master servicer which is generally considered to be a prudent master servicer in the Transfer Noticesecondary mortgage market, and attaching the related schedule of Mortgage Loans included in such Reconstitution (which schedule shall include such Mortgage Loan data as may reasonably be requested designated by the Owner in its sole discretion and/or one or more custodial and servicing agreements among the Master ServicerOwner, the Servicer and a third party custodian/trustee which is generally considered to be a prudent custodian/trustee in the secondary mortgage market designated by the Owner in its sole discretion, in either case for the purpose of pooling the Mortgage Loans with other Mortgage Loans for resale or securitization; (7) in connection with any securitization of any Mortgage Loans, to execute a pooling and servicing agreement, which pooling and servicing agreement may, at the Owner’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 (iiunless deemed non-recoverable) this Agreement is and prepayment interest shortfalls (to the extent of the monthly servicing fee payable thereto), servicing representations and warranties which in full force form and effect in accordance with its terms, (iii) no Event of Default has occurred under this Agreement, nor does there exist any state of facts that, with the giving of notice or passage of time, or both, would constitute an Event of Default under this Agreement, (iv) each of substance 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 Servicer contained in Section 3.01 Mortgage Loans, and other covenants as are true required by the Owner and correct as one or more nationally recognized rating agencies for “AAA” rated mortgage pass-through transactions which are “mortgage related securities” for the purposes of the related Effective Date as if made on such date and (v) Secondary Mortgage Market Enhancement Act of 1984, unless otherwise mutually agreed. If the Owner deems it advisable at any time to pool the Mortgage Loans with other mortgage loans for the purpose of resale or securitization, the Servicer agrees to recognize Xxxxxx Maeexecute one or more subservicing agreements between itself (as servicer) and a master servicer designated by the Owner at its sole discretion, Xxxxxxx Xxxxand/or one or more servicing agreements among the Servicer, the trusteeOwner and a trustee designated by the Owner at its sole discretion, trust such agreements in each case incorporating terms and provisions substantially identical to those described in the immediately preceding paragraph; and (8) with respect to each Whole Loan Transfer or Pass-Through Transfer, as the case may be, effected by the Owner, the Owner (i) shall reimburse Servicer for all reasonable out-of-pocket third party purchaser costs and expenses related thereto and (ii) shall pay Servicer a reasonable amount representing time and effort expended by Servicer related thereto (which amount shall be reasonably agreed upon by Servicer and Owner prior to the expenditure of such time and effort); provided, however, that for each Whole Loan Transfer and/or Pass-Through Transfer, the transferred sum of such amounts described in subsections (i) and (ii) above shall in no event exceed $5,000. For purposes of this paragraph, all Whole Loan Transfers and/or Pass-Through Transfers made to the same entity within the same accounting cycle shall be considered one Whole Loan Transfer or Pass-Through Transfer. All Mortgage Loans in such Agency Transfer, not sold or transferred pursuant to a Whole Loan Transfer or Pass-Through Transfer as the "Owner" of the related Mortgage Loans, having the same rights under shall be subject to this Agreement as and shall continue to be serviced in accordance with the initial Owner terms of this Agreement and with respect to such Mortgage Loans With respect to each MERS Mortgage Loan, the Servicer thereto this Agreement shall take such actions as are necessary to cause Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party, as the case may be, to be clearly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERSremain in full force and effect.

Reconstitution. The Owner and the Servicer agree that with respect to some or all of the Mortgage Loans, from time to time the Owner shall effect an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer, in each case retaining the Servicer as the servicer thereof, or as applicable, the "seller/servicer". Any Mortgage Loans that have been transferred by the initial Owner pursuant to an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer may be referred to as "Reconstituted Mortgage Loans", The Servicer shall cooperate fully with the Owner in connection with any Reconstitution contemplated by the Owner pursuant to this Section 7.01, including without limitation providing requested information and reports to, and otherwise cooperating with, rating agencies, trustees, securities administrators, guarantors, Xxxxxx MaeFxxxxx Mxx, Xxxxxxx Fxxxxxx Mac, third party purchasers or credit risk managers, as applicable. In that connection, the Servicer shall provide to Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, the trustee, master servicer or a third party purchaser, as the case may be, and/or the Owner: (i) any and all information and appropriate verification of information which may be reasonably available to the Servicer, including the Servicer's foreclosure and delinquency experience, whether through letters of its auditors and counsel or otherwise, as the Owner shall request; and (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Servicer as are reasonably believed necessary by any Reconstitution Party, rating agency or the Owner, as the case may be, in connection with such Reconstitution transactions. In addition, the Servicer shall indemnify the Owner and any Reconstitution Party for any material misstatements contained in the information provided pursuant to the preceding sentence that the Owner may disclose in any securitization offering materials. The Owner or the Master Servicer shall provide the Servicer with notice with respect to any such Reconstitution in the form of Exhibit F hereto (each, a "Transfer Notice"), including a schedule of Mortgage Loans which have been transferred and the effective date of the Reconstitution (the "Effective Date"), the Cut-Off Date, the Master Servicer, the new Owner, and whether or not the Mortgage Loans are owned by a REMIC. Upon receipt of a Transfer Notcie, the Servicer shall promptly countersign and return the Transfer Notice to the Master Servicer. Upon the Effective Date of such a transfer, (A) the Servicer and Owner agree that the provisions of this Agreement shall remain in effect, and (B) the Servicer agrees to recognize Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Reconstitution as the "Owner" of such Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such transferred Mortgage Loans. In connection with any Reconstitution and at the request of the Owner or the Master Servicer, on not less than five (5) days notice, the Servicer shall execute and deliver a certificate, in form and substance acceptable to the Owner, acknowledging and certifying to the Owner and the Master Servicer that: (i) the Servicer has received the Transfer Notice, and attaching the related schedule of Mortgage Loans included in such Reconstitution (which schedule shall include such Mortgage Loan data as may reasonably be requested by the Owner or the Master Servicer), (ii) this Agreement is in full force and effect in accordance with its terms, (iii) no Event of Default has occurred under this Agreement, nor does there exist any state of facts that, with the giving of notice or passage of time, or both, would constitute an Event of Default under this Agreement, (iv) each of the representations and warranties of the Servicer contained in Section 3.01 are true and correct as of the related Effective Date as if made on such date and (v) the Servicer agrees to recognize Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Xxxx, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Agency Transfer, Whole Loan Transfer or Pass-Through Transfer as the "Owner" of the related Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such Mortgage Loans With respect to each MERS Mortgage Loan, the Servicer shall take such actions as are necessary to cause Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, the trustee or such third party, as the case may be, to be clearly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

Reconstitution. (a) The Owner Company and the Servicer Owner agree that with respect to some or all of the Mortgage Loans, from time to time after the related Closing Date, on one or more dates (each a “Reconstitution Date”) at the Owner’s sole option, the Owner shall may effect a sale (each a “Reconstitution”) of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to: (i) Xxxxxx Xxx under its Cash Purchase Program or MBS Program (Special Servicing Option) (each a “Xxxxxx Mae Transfer”); or (ii) Xxxxxxx Mac (a “Xxxxxxx Mac Transfer”); or (iii) one or more third party purchasers in a transfer of a pool of mortgage loans (a “Whole Loan Transfer”); or (iv) one or more trusts or other entities to be formed as part of an Agency issuance of mortgage-backed securities (a “Securitization Transfer”). (b) The Company agrees to execute (i) in connection with any Xxxxxx Xxx Transfer or Xxxxxxx Mac Transfer, a Pass-Through Transfer any and all pool purchase contracts, and/or agreements reasonably acceptable to the Company among the Owner, the Company, Xxxxxx Xxx or Xxxxxxx Mac (as the case may be) and any servicer, (ii) in connection with a Whole Loan Transfer, a seller’s warranties and servicing agreement or a participation and servicing agreement in each case retaining form and substance reasonably acceptable to the Servicer as Company, and (iii) in connection with a Securitization Transfer, an assignment, assumption and recognition agreement or similar agreement in form and substance reasonably acceptable to the servicer thereof, or as applicableCompany (collectively the agreements referred to herein are designated, the "seller/servicer". Any Mortgage Loans “Reconstitution Agreements”); provided, however, that have been transferred (A) no Reconstitution Agreement will contain any obligations or agreements on the part of the Company that are greater than those contained in this Agreement and (B) the Company shall be under no obligation to execute a pooling and servicing agreement or any other form of public document in connection with any such Reconstitution. (c) The Owner shall reimburse the Company for all reasonable out-of-pocket costs and expenses incurred in connection with the delivery of any accountant’s comfort letter requested of the Company by the initial Owner pursuant to an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer may be referred to as "Reconstituted Mortgage Loans", The Servicer shall cooperate fully with the Owner in connection with any Reconstitution contemplated Securitization Transfer. (d) With respect to each Whole Loan Transfer and each Securitization Transfer entered into by the Owner pursuant to this Section 7.01, including without limitation providing requested information and reports to, and otherwise cooperating with, rating agencies, trustees, securities administrators, guarantors, Xxxxxx Mae, Xxxxxxx Mac, third party purchasers or credit risk managers, as applicable. In that connectionOwner, the Servicer shall provide to Xxxxxx Mae, Xxxxxxx Mac, the trustee, master servicer or a third party purchaser, as the case may be, and/or the Owner: Company agrees (i) any and all information and appropriate verification of information which may be reasonably available to the Servicer, including the Servicer's foreclosure and delinquency experience, whether through letters of its auditors and counsel or otherwise, as the Owner shall request; and (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Servicer as are reasonably believed necessary by any Reconstitution Party, rating agency or the Owner, as the case may be, in connection cooperate fully with such Reconstitution transactions. In addition, the Servicer shall indemnify the Owner and any prospective purchaser with respect to all reasonable due diligence procedures; (ii) to deliver a customary opinion of counsel in form and substance reasonably satisfactory to the Owner if requested by the Owner; (iii) to restate the representations and warranties set forth in Section 2.04(a) and Section 2.04(b)(xliii) of this Agreement as of the Reconstitution Party Date; (iv) to restate, with respect to each Mortgage Loan, as of the Closing Date of the purchase of such Mortgage Loan by the Initial Owner, the representations and warranties set forth in Section 2.04(b) of this Agreement directly to the subsequent Owner; (v) to deliver to the Owner and any prospective purchaser within 5 Business Days after request by Owner or prospective purchaser, the information with respect to itself that is required by Item 1110 of Regulation AB or Item 1108(b) and 1108(c) of Regulation AB; and (vi to deliver to the Owner and any prospective purchaser within 5 Business Days after request by Owner, Static Pool Information set forth in Item 1105(a)(2) and (3) of Regulation AB with respect to those mortgage loans that were originated by the Company and are similar to the Mortgage Loans. (e) The Company shall use its reasonable best efforts to execute, deliver and satisfy all conditions set forth in an indemnification agreement substantially in the form of Exhibit I hereto. Any indemnification obligation of the Company under any such indemnification agreement shall be subject to the Company’s prior approval of the disclosure for which indemnification will be provided. (f) The Company shall indemnify the Owner, each Affiliate designated by the Owner, each Person who controls the Owner or such Affiliate and the Successor Servicer 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 arising out of or based upon any untrue statement or alleged untrue statement of a material misstatements fact contained in the information provided pursuant to the preceding sentence that the Owner may disclose in any securitization offering materials. The Owner by or the Master Servicer shall provide the Servicer with notice with respect to any such Reconstitution in the form of Exhibit F hereto (each, a "Transfer Notice"), including a schedule of Mortgage Loans which have been transferred and the effective date on behalf of the Reconstitution (Company regarding the "Effective Date")Company, the Cut-Off Dateits servicing practices, the Master Servicer, the new Owner, and whether any originator or not the Mortgage Loans are owned by a REMIC. Upon receipt of a Transfer Notciepursuant to this Section 3.18, the Servicer shall promptly countersign and return Company’s Static Pool Information as described above or the Transfer Notice Underwriting Guidelines set forth in any offering document prepared in connection with any Reconstitution, or any omission to state a material fact necessary to make the Master Servicerstatements included in such information not misleading. Upon the Effective Date of such a transfer, (A) the Servicer and Owner agree that the provisions of this Agreement shall remain in effect, and (B) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Mac, the trustee, trust or third party purchaser For purposes of the transferred Mortgage Loans in such Reconstitution previous sentence, “Owner” shall mean the Person then acting as the "Owner" of such Mortgage Loans, having the same rights Owner under this Agreement as the initial Owner with respect to such transferred Mortgage Loans. In connection with and any Reconstitution and at the request of the Owner or the Master Servicer, on not less than five (5) days notice, the Servicer shall execute and deliver a certificate, in form and substance acceptable to the Owner, acknowledging and certifying to the Owner and the Master Servicer that: (i) the Servicer has received the Transfer Notice, and attaching the related schedule of Mortgage Loans included in such Reconstitution (which schedule shall include such Mortgage Loan data as may reasonably be requested by the Owner or the Master Servicer), (ii) this Agreement is in full force and effect in accordance with its terms, (iii) no Event of Default has occurred under this Agreement, nor does there exist any state of facts that, with the giving of notice or passage of time, or both, would constitute an Event of Default under this Agreement, (iv) each of the representations and warranties of the Servicer contained in Section 3.01 are true and correct as of the related Effective Date as if made on such date and (v) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Xxxx, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Agency Transfer, Whole Loan Transfer or Pass-Through Transfer as the "Owner" of the related Mortgage Loans, having the same rights all Persons who previously were “Owners” under this Agreement as the initial Owner with respect to such Mortgage Loans With respect to each MERS Mortgage Loan, the Servicer shall take such actions as are necessary to cause Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party, as the case may be, to be clearly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.and “

Reconstitution. The Owner and the Servicer agree that with respect to some or all of the Mortgage Loans, from time to time the Owner shall effect an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer, in each case retaining the Servicer as the servicer thereof, or as applicable, the "seller/servicer". Any Mortgage Loans that have been transferred by the initial Owner pursuant to an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer may be referred to as "Reconstituted Mortgage Loans", The Servicer shall cooperate fully with the Owner in connection with any Reconstitution contemplated by the Owner pursuant to this Section 7.01, including without limitation providing requested information and reports to, and otherwise cooperating with, rating agencies, trustees, securities administrators, guarantors, Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, third party purchasers or credit risk managersmanagexx, as applicablexx xxxlixxxxx. In that connection, the Servicer shall provide to Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the trustee, master servicer or a third party purchaserpartx xxxxhaser, as the xx xxx case may be, and/or the Owner: (i) any and all information and appropriate verification of information which may be reasonably available to the Servicer, including the Servicer's foreclosure and delinquency experience, whether through letters of its auditors and counsel or otherwise, as the Owner shall request; and (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Servicer as are reasonably believed necessary by any Reconstitution Party, rating agency or the Owner, as the case may be, in connection with such Reconstitution transactions. In addition, the Servicer shall indemnify the Owner and any Reconstitution Party for any material misstatements contained in the information provided pursuant to the preceding sentence that the Owner may disclose in any securitization offering materials. The Owner or the Master Servicer shall provide the Servicer with notice with respect to any such Reconstitution in the form of Exhibit F hereto (each, a "Transfer Notice"), including a schedule of Mortgage Loans which have been transferred and the effective date of the Reconstitution (the "Effective Date"), the Cut-Off Date, the Master Servicer, the new Owner, and whether or not the Mortgage Loans are owned by a REMIC. Upon receipt of a Transfer Notcie, the Servicer shall promptly countersign and return the Transfer Notice to the Master Servicer. Upon the Effective Date of such a transfer, (A) the Servicer and Owner agree that the provisions of this Agreement shall remain in effect, and (B) the Servicer agrees to recognize Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the trustee, trust or third party purchaser of the transferred xx xxx transxxxxxx Mortgage Loans in such Reconstitution as the "Owner" of such Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such transferred Mortgage Loans. In connection with any Reconstitution and at the request of the Owner or the Master Servicer, on not less than five (5) days notice, the Servicer shall execute and deliver a certificate, in form and substance acceptable to the Owner, acknowledging and certifying to the Owner and the Master Servicer that: (i) the Servicer has received the Transfer Notice, and attaching the related schedule of Mortgage Loans included in such Reconstitution (which schedule shall include such Mortgage Loan data as may reasonably be requested by the Owner or the Master Servicer), (ii) this Agreement is in full force and effect in accordance with its terms, (iii) no Event of Default has occurred under this Agreement, nor does there exist any state of facts that, with the giving of notice or passage of time, or both, would constitute an Event of Default under this Agreement, (iv) each of the representations and warranties of the Servicer contained in Section 3.01 are true and correct as of the related Effective Date as if made on such date and (v) the Servicer agrees to recognize Xxxxxx Fannie Mae, Xxxxxxx XxxxFreddie Mace, the trustee, trust or third party purchaser of the transferred Mortgage xx xxe tranxxxxxxx Xxxxgage Loans in such Agency Transfer, Whole Loan Transfer or Pass-Through Transfer as the "Owner" of the related Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such Mortgage Loans With respect to each MERS Mortgage Loan, the Servicer shall take such actions as are necessary to cause Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the trustee or such third party, as the case may bexxx xe, to be clearly xx xxxxrly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

Reconstitution. The Owner and the Servicer agree that with respect to some or all of the Mortgage Loans, from time to time the Owner shall effect an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer, in each case retaining the Servicer as the servicer thereof, or as applicable, the "seller/servicer". Any Mortgage Loans that have been transferred by the initial Owner pursuant to an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer may be referred to as "Reconstituted Mortgage Loans", The Servicer shall cooperate fully with the Owner in connection with any Reconstitution contemplated by the Owner pursuant to this Section 7.01, including without limitation providing requested information and reports to, and otherwise cooperating with, rating agencies, trustees, securities administrators, guarantors, Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, third party purchasers or credit risk managersmanagxxx, as applicableapxxxxxxxe. In that connection, the Servicer shall provide to Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the trustee, master servicer or a third party purchaserthirx xxxxy purcxxxxx, as the case may be, and/or the Owner: (i) any and all information and appropriate verification of information which may be reasonably available to the Servicer, including the Servicer's foreclosure and delinquency experience, whether through letters of its auditors and counsel or otherwise, as the Owner shall request; and (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Servicer as are reasonably believed necessary by any Reconstitution Party, rating agency or the Owner, as the case may be, in connection with such Reconstitution transactions. In addition, the Servicer shall indemnify the Owner and any Reconstitution Party for any material misstatements contained in the information provided pursuant to the preceding sentence that the Owner may disclose in any securitization offering materials. The Owner or the Master Servicer shall provide the Servicer with notice with respect to any such Reconstitution in the form of Exhibit F hereto (each, a "Transfer Notice"), including a schedule of Mortgage Loans which have been transferred and the effective date of the Reconstitution (the "Effective Date"), the Cut-Off Date, the Master Servicer, the new Owner, and whether or not the Mortgage Loans are owned by a REMIC. Upon receipt of a Transfer Notcie, the Servicer shall promptly countersign and return the Transfer Notice to the Master Servicer. Upon the Effective Date of such a transfer, (A) the Servicer and Owner agree that the provisions of this Agreement shall remain in effect, and (B) the Servicer agrees to recognize Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the trustee, trust or third party purchaser of purchaxxx xx the transferred trxxxxxxxed Mortgage Loans in such Reconstitution as the "Owner" of such Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such transferred Mortgage Loans. In connection with any Reconstitution and at the request of the Owner or the Master Servicer, on not less than five (5) days notice, the Servicer shall execute and deliver a certificate, in form and substance acceptable to the Owner, acknowledging and certifying to the Owner and the Master Servicer that: (i) the Servicer has received the Transfer Notice, and attaching the related schedule of Mortgage Loans included in such Reconstitution (which schedule shall include such Mortgage Loan data as may reasonably be requested by the Owner or the Master Servicer), (ii) this Agreement is in full force and effect in accordance with its terms, (iii) no Event of Default has occurred under this Agreement, nor does there exist any state of facts that, with the giving of notice or passage of time, or both, would constitute an Event of Default under this Agreement, (iv) each of the representations and warranties of the Servicer contained in Section 3.01 are true and correct as of the related Effective Date as if made on such date and (v) the Servicer agrees to recognize Xxxxxx Fannie Mae, Xxxxxxx XxxxFreddie Mace, the trustee, trust or third party purchaser purcxxxxx of the transferred xxxxxxxxxxx Mortgage Loans in such Agency Transfer, Whole Loan Transfer or Pass-Through Transfer as the "Owner" of the related Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such Mortgage Loans With respect to each MERS Mortgage Loan, the Servicer shall take such actions as are necessary to cause Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the trustee or such third party, as the case may cxxx xxy be, to be clearly tx xx xxearly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

Reconstitution. The Owner and the Servicer agree that with respect to some or all of the Mortgage Loans, from time to time the Owner shall effect an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer, in each case retaining the Servicer as the servicer thereof, or as applicable, the "seller/seller/ servicer". Any Mortgage Loans that have been transferred by the initial Owner pursuant to an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer may be referred to as "Reconstituted Mortgage Loans", The Servicer shall cooperate fully with the Owner in connection with any Reconstitution contemplated by the Owner pursuant to this Section 7.01, including without limitation providing requested information and reports to, and otherwise cooperating with, rating agencies, trustees, securities administrators, guarantors, Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, third party purchasers or credit risk managersmanagxxx, as applicablexs xxplxxxxxx. In that connection, the Servicer shall provide to Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the trustee, master servicer or a third party purchaserparxx xxxchaser, as the xx xxe case may be, and/or the Owner: (i) any and all information and appropriate verification of information which may be reasonably available to the Servicer, including the Servicer's foreclosure and delinquency experience, whether through letters of its auditors and counsel or otherwise, as the Owner shall request; and (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Servicer as are reasonably believed necessary by any Reconstitution Party, rating agency or the Owner, as the case may be, in connection with such Reconstitution transactions. In addition, the Servicer shall indemnify the Owner and any Reconstitution Party for any material misstatements contained in the information provided pursuant to the preceding sentence that the Owner may disclose in any securitization offering materials. The Owner or the Master Servicer shall provide the Servicer with notice with respect to any such Reconstitution in the form of Exhibit F hereto (each, a "Transfer Notice"), including a schedule of Mortgage Loans which have been transferred and the effective date of the Reconstitution (the "Effective Date"), the Cut-Off Date, the Master Servicer, the new Owner, and whether or not the Mortgage Loans are owned by a REMIC. Upon receipt of a Transfer Notcie, the Servicer shall promptly countersign and return the Transfer Notice to the Master Servicer. Upon the Effective Date of such a transfer, (A) the Servicer and Owner agree that the provisions of this Agreement shall remain in effect, and (B) the Servicer agrees to recognize Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the trustee, trust or third party purchaser of the transferred xx xxe tranxxxxxxx Mortgage Loans in such Reconstitution as the "Owner" of such Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such transferred Mortgage Loans. In connection with any Reconstitution and at the request of the Owner or the Master Servicer, on not less than five (5) days notice, the Servicer shall execute and deliver a certificate, in form and substance acceptable to the Owner, acknowledging and certifying to the Owner and the Master Servicer that: (i) the Servicer has received the Transfer Notice, and attaching the related schedule of Mortgage Loans included in such Reconstitution (which schedule shall include such Mortgage Loan data as may reasonably be requested by the Owner or the Master Servicer), (ii) this Agreement is in full force and effect in accordance with its terms, (iii) no Event of Default has occurred under this Agreement, nor does there exist any state of facts that, with the giving of notice or passage of time, or both, would constitute an Event of Default under this Agreement, (iv) each of the representations and warranties of the Servicer contained in Section 3.01 are true and correct as of the related Effective Date as if made on such date and (v) the Servicer agrees to recognize Xxxxxx Fannie Mae, Xxxxxxx XxxxFreddie Mace, the trustee, trust or third party purchaser of the transferred Mortgage purchasex xx xhe traxxxxxxxx Xxxtgage Loans in such Agency Transfer, Whole Loan Transfer or Pass-Through Transfer as the "Owner" of the related Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such Mortgage Loans With respect to each MERS Mortgage Loan, the Servicer shall take such actions as are necessary to cause Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the trustee or such third party, as the case may casx xxx be, to be clearly xx xxxarly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

Reconstitution. (a) The Owner Company and the Servicer Owner agree that with respect to some or all of the Mortgage Loans, from time to time after the related Closing Date, on one or more dates (each a “Reconstitution Date”) at the Owner’s sole option, the Owner shall 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 (a “Xxxxxxx Mac Transfer”); or (iii) one or more third party purchasers in a transfer of a pool of mortgage loans (a “Whole Loan Transfer”); or (iv) one or more trusts or other entities to be formed as part of an Agency issuance of mortgage-backed securities (a “Securitization Transfer”). (b) The Company agrees to execute (i) in connection with any Xxxxxx Mae Transfer or Xxxxxxx Mac Transfer, a Pass-Through Transfer any and all pool purchase contracts, and/or agreements reasonably acceptable to the Company among the Owner, the Company, Xxxxxx Mae or Xxxxxxx Mac (as the case may be) and any servicer, (ii) in connection with a Whole Loan Transfer, a seller’s warranties and servicing agreement or a participation and servicing agreement in each case retaining form and substance reasonably acceptable to the Servicer as Company, and (iii) in connection with a Securitization Transfer, an assignment, assumption and recognition agreement or similar agreement in form and substance reasonably acceptable to the servicer thereof, or as applicableCompany (collectively the agreements referred to herein are designated, the "seller/servicer". Any Mortgage Loans “Reconstitution Agreements”); provided, however, that have been transferred (A) no Reconstitution Agreement will contain any obligations or agreements on the part of the Company that are greater than those contained in this Agreement and (B) the Company shall be under no obligation to execute a pooling and servicing agreement or any other form of public document in connection with any such Reconstitution. (c) The Owner shall reimburse the Company for all reasonable out-of-pocket costs and expenses incurred in connection with the delivery of any accountant’s comfort letter requested of the Company by the initial Owner pursuant to an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer may be referred to as "Reconstituted Mortgage Loans", The Servicer shall cooperate fully with the Owner in connection with any Reconstitution contemplated Securitization Transfer. (d) With respect to each Whole Loan Transfer and each Securitization Transfer entered into by the Owner pursuant to this Section 7.01, including without limitation providing requested information and reports to, and otherwise cooperating with, rating agencies, trustees, securities administrators, guarantors, Xxxxxx Mae, Xxxxxxx Mac, third party purchasers or credit risk managers, as applicable. In that connectionOwner, the Servicer shall provide to Xxxxxx Mae, Xxxxxxx Mac, the trustee, master servicer or a third party purchaser, as the case may be, and/or the Owner: Company agrees (i) any and all information and appropriate verification of information which may be reasonably available to the Servicer, including the Servicer's foreclosure and delinquency experience, whether through letters of its auditors and counsel or otherwise, as the Owner shall request; and (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Servicer as are reasonably believed necessary by any Reconstitution Party, rating agency or the Owner, as the case may be, in connection cooperate fully with such Reconstitution transactions. In addition, the Servicer shall indemnify the Owner and any prospective purchaser with respect to all reasonable due diligence procedures; (ii) to deliver a customary opinion of counsel in form and substance reasonably satisfactory to the Owner if requested by the Owner; (iii) to restate the representations and warranties set forth in Section 2.04(a) and Section 2.04(b)(xliii) of this Agreement as of the Reconstitution Party Date; (iv) to restate, with respect to each Mortgage Loan, as of the Closing Date of the purchase of such Mortgage Loan by the Initial Owner, the representations and warranties set forth in Section 2.04(b) of this Agreement directly to the subsequent Owner; (v) to deliver to the Owner and any prospective purchaser within 5 Business Days after request by Owner or prospective purchaser, the information with respect to itself that is required by Item 1110 of Regulation AB or Item 1108(b) and 1108(c) of Regulation AB; and (vi to deliver to the Owner and any prospective purchaser within 5 Business Days after request by Owner, Static Pool Information set forth in Item 1105(a)(2) and (3) of Regulation AB with respect to those mortgage loans that were originated by the Company and are similar to the Mortgage Loans. (e) The Company shall use its reasonable best efforts to execute, deliver and satisfy all conditions set forth in an indemnification agreement substantially in the form of Exhibit I hereto. Any indemnification obligation of the Company under any such indemnification agreement shall be subject to the Company’s prior approval of the disclosure for which indemnification will be provided. (f) The Company shall indemnify the Owner, each Affiliate designated by the Owner, each Person who controls the Owner or such Affiliate and the Successor Servicer 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 arising out of or based upon any untrue statement or alleged untrue statement of a material misstatements fact contained in the information provided pursuant to the preceding sentence that the Owner may disclose in any securitization offering materials. The Owner by or the Master Servicer shall provide the Servicer with notice with respect to any such Reconstitution in the form of Exhibit F hereto (each, a "Transfer Notice"), including a schedule of Mortgage Loans which have been transferred and the effective date on behalf of the Reconstitution (Company regarding the "Effective Date")Company, the Cut-Off Dateits servicing practices, the Master Servicer, the new Owner, and whether any originator or not the Mortgage Loans are owned by a REMIC. Upon receipt of a Transfer Notciepursuant to this Section 3.18, the Servicer shall promptly countersign and return Company’s Static Pool Information as described above or the Transfer Notice Underwriting Guidelines set forth in any offering document prepared in connection with any Reconstitution, or any omission to state a material fact necessary to make the Master Servicerstatements included in such information not misleading. Upon the Effective Date of such a transfer, (A) the Servicer and Owner agree that the provisions of this Agreement shall remain in effect, and (B) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Mac, the trustee, trust or third party purchaser For purposes of the transferred Mortgage Loans in such Reconstitution previous sentence, “Owner” shall mean the Person then acting as the "Owner" of such Mortgage Loans, having the same rights Owner under this Agreement and any and all Persons who previously were “Owners” under this Agreement and “Successor Servicer” shall mean the Person then acting as the initial Owner with respect to such transferred Mortgage Loans. In connection with any Reconstitution and at the request of the Owner or the Master Servicer, on not less than five (5) days notice, the Successor Servicer shall execute and deliver a certificate, in form and substance acceptable to the Owner, acknowledging and certifying to the Owner and the Master Servicer that: (i) the Servicer has received the Transfer Notice, and attaching the related schedule of Mortgage Loans included in such Reconstitution (which schedule shall include such Mortgage Loan data as may reasonably be requested by the Owner or the Master Servicer), (ii) under this Agreement is in full force and effect in accordance with its terms, (iii) no Event of Default has occurred any and all Persons who previously were “Successor Servicers” under this Agreement, nor does there exist any state of facts that, with the giving of notice or passage of time, or both, would constitute an Event of Default under this Agreement, (iv) each of the representations and warranties of the Servicer contained in Section 3.01 are true and correct as of the related Effective Date as if made on such date and (v) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Xxxx, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Agency Transfer, Whole Loan Transfer or Pass-Through Transfer as the "Owner" of the related Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such Mortgage Loans With respect to each MERS Mortgage Loan, the Servicer shall take such actions as are necessary to cause Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party, as the case may be, to be clearly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

Reconstitution. The Owner and the Servicer agree that with respect to some or all of the Mortgage Loans, from time to time the Owner shall effect an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer, in each case retaining the Servicer as the servicer thereof, or as applicable, the "seller/servicer". Any Mortgage Loans that have been transferred by the initial Owner pursuant to an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer may be referred to as "Reconstituted Mortgage Loans", The Servicer shall cooperate fully with the Owner in connection with any Reconstitution contemplated by the Owner pursuant to this Section 7.01, including without limitation providing requested information and reports to, and otherwise cooperating with, rating agencies, trustees, securities administrators, guarantors, Xxxxxx Mae, Xxxxxxx Mac, third party purchasers or credit risk managers, as applicable. In that connection, the Servicer shall provide to Xxxxxx Mae, Xxxxxxx Mac, the trustee, master servicer or a third party purchaser, as the case may be, and/or the Owner: (i) any and all information and appropriate verification of information which may be reasonably available to the Servicer, including the Servicer's foreclosure and delinquency experience, whether through letters of its auditors and counsel or otherwise, as the Owner shall request; and (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Servicer as are reasonably believed necessary by any Reconstitution Party, rating agency or the Owner, as the case may be, in connection with such Reconstitution transactions. In addition, the Servicer shall indemnify the Owner and any Reconstitution Party for any material misstatements contained in the information provided pursuant to the preceding sentence that the Owner may disclose in any securitization offering materials. The Owner or the Master Servicer shall provide the Servicer with notice with respect to any such Reconstitution in the form of Exhibit F hereto (each, a "Transfer Notice"), including a schedule of Mortgage Loans which have been transferred and the effective date of the Reconstitution (the "Effective Date"), the Cut-Off Date, the Master Servicer, the new Owner, and whether or not the Mortgage Loans are owned by a REMIC. Upon receipt of a Transfer NotcieNotice, the Servicer shall promptly countersign and return the Transfer Notice to the Master Servicer. Upon the Effective Date of such a transfer, (A) the Servicer and Owner agree that the provisions of this Agreement shall remain in effect, and (B) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Mac, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Reconstitution as the "Owner" of such Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such transferred Mortgage Loans. In connection with any Reconstitution and at the request of the Owner or the Master Servicer, on not less than five (5) days notice, the Servicer shall execute and deliver a certificate, in form and substance acceptable to the Owner, acknowledging and certifying to the Owner and the Master Servicer that: (i) the Servicer has received the Transfer Notice, and attaching the related schedule of Mortgage Loans included in such Reconstitution (which schedule shall include such Mortgage Loan data as may reasonably be requested by the Owner or the Master Servicer), (ii) this Agreement is in full force and effect in accordance with its terms, (iii) no Event of Default has occurred under this Agreement, nor does there exist any state of facts that, with the giving of notice or passage of time, or both, would constitute an Event of Default under this Agreement, (iv) each of the representations and warranties of the Servicer contained in Section 3.01 are true and correct as of the related Effective Date as if made on such date and (v) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Xxxx, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Agency Transfer, Whole Loan Transfer or Pass-Through Transfer as the "Owner" of the related Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such Mortgage Loans Loans. With respect to each MERS Mortgage Loan, the Servicer shall take such actions as are necessary to cause Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party, as the case may be, to be clearly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.