Reconstitutions. (a) Upon 15 days' prior written notice to the applicable Seller(s) and the Servicer, the Purchaser may, at its sole option, effect one or more Whole Loan Transfers or Securitization Transactions with respect to some or all of the Mortgage Loans purchased on any Closing Date, retaining the Servicer as servicer or subservicer, if a master servicer is employed; provided, however, that neither the Purchaser nor any of its permitted assignees may effect a Reconstitution with respect to Mortgage Loans in any Loan Pool if as a result thereof: (i) more than three (3) investors would own Mortgage Loans in such Loan Pool at any one time (unless otherwise stated in the related Commitment Letter), (ii) any single investor would own Mortgage Loans from such Loan Pool having an aggregate Unpaid Principal Balance immediately after such Reconstitution of less than $5,000,000, (iii) the applicable Seller(s) and the Servicer are not provided with initial drafts of all documents for which such Sellers and Servicer are requested to become a party in connection with such Reconstitution at least 10 days prior to the related settlement date (the "Subsequent Transfer Settlement Date"), (iv) a final list of the Mortgage Loans intended to be subject to such Reconstitution is not provided to the Servicer at least 2 Business Days prior to the related Subsequent Transfer Settlement Date, (v) any Mortgage Loan is subject to more than one Reconstitution in any given Due Period, unless the Purchaser and the initial transferee from the Purchaser each give appropriate notice pursuant to this section or (vii) the related Subsequent Transfer Settlement Date occurs on or prior to the related Servicing Cut-off Date.
(b) The Purchaser shall reimburse the applicable Seller(s) for all reasonable out-of-pocket expenses, including attorneys' fees, incurred by the Seller(s) in connection with any Reconstitution.
(c) In connection with each Permitted Reconstitution, each of the Sellers, as applicable, shall: (i) provide the Purchaser with information and appropriate verification of information in its possession or control as may reasonably be necessary in order to effect such Permitted Reconstitution (and, to the extent any such information is in the possession or control of any third party, use commercially reasonable efforts to cause such third party to provide such information); and (ii) cooperate with all reasonable requests and due diligence procedures not otherwise addressed herein. In addition...
Reconstitutions. AHM agrees to enter into additional documents, instruments or agreements any of which, in such form as is reasonably acceptable to AHM, as may be reasonably necessary to effect one or more Whole Loan Transfers or Securitization Transactions (each, a “Reconstitution”) of the Mortgage Loans, including without limitation documents which contain representations to BANA, the purchaser in such transaction and the applicable depositor, trustee and initial purchaser of the Securities in the Securitization (1) that AHM has serviced the Mortgage Loans in accordance with the terms of the Agreement, and otherwise complied with all covenants and obligations thereunder, and (2) that the Servicer has taken no action nor omitted to take any required action the omission of which would have the effect of impairing any mortgage insurance or guarantee on the Mortgage Loans. The parties also agree that the provisions of this paragraph 14 may be altered in a manner reasonably acceptable to AHM if necessary to effect a Securitization Transaction (including, but not limited to, any changes required (i) to satisfy Rating Agency requirements or (ii) to qualify for treatment as one or more real estate mortgage investment conduits). AHM agrees to restate to BANA, the purchaser in such transaction, the applicable depositor and trustee the representations and warranties contained in Section 3.01 of the Agreement as of the closing date of the applicable sale or Securitization Transaction provided that such closing date occurs within six (6) months of the related Closing Date and the representations and warranties contained in Section 3.02 of the Agreement as of the related Closing Date. In addition, AHM shall indemnify BANA, each affiliate of BANA participating in the Reconstitution and each Person who controls BANA or such affiliate, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses arising out of any material misstatements or omissions contained in any information provided to BANA and included in any disclosure statements distributed by BANA and/or its affiliates, provided that such information was provided by AHM specifically for inclusion in such disclosure statement; and provided, further, that BANA shall indemnify AHM, its successors and assigns and each Person who controls AHM, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses arising...
Reconstitutions. The Purchaser and the Company agree that with respect to some or all of the Mortgage Loans, the Purchaser, at its sole option, may effect one or more Reconstitutions. On the related Servicing Transfer Date, the Mortgage Loans transferred shall cease to be serviced by the Company pursuant to this Agreement. In connection with any Pass-Through Transfer the Company shall (i) within five Business Days following request by the Purchaser or any Depositor, provide to the Purchaser and such Depositor (or, as applicable, cause each Third-Party Originator to provide), in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor, the information and materials specified in paragraphs (a) and (b)of this Section, and (ii) as promptly as practicable following notice to or discovery by the Company, provide to the Purchaser and any Depositor (in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor) the information specified in paragraph (c) of this Section. Notwithstanding the foregoing, it is understood and agreed that (1) the information required pursuant to Items 1103(a)(1), 1110(a) and 1119 of Regulation AB (including the information required pursuant to subparts (a)(A), (a)(D) and (c)(i)(B) of this Section) shall only be required to the extent that mortgage loans originated by the Company or a Third Party Originator, as the case may be, in the related Pass-Through Transfer comprise 10% or more of the aggregate pool of mortgage loans in such Pass-Through Transfer, (2) the information required pursuant to Items 1110(b) and 1117 of Regulation AB (including the information required pursuant to subparts (a)(B), (a)(C) and (c)(i)(A) of this Section) shall only be required to the extent that mortgage loans originated by the Company or a Third Party Originator, as the case may be, in the related Pass-Through Transfer comprise 20% or more of the aggregate pool of mortgage loans in such Pass-Through Transfer and (3) the information required pursuant to Item 1105 of Regulation AB (including the information required pursuant to subpart (b) below) shall only be required in Pass-Through Transfers in which mortgage loans originated by the Company or any Third Party Originator, as the case may be, comprise a material portion of the aggregate pool of mortgage loans in such Pass-Through Transfer, as determined by the Purchaser or Depositor in its sole reasonable determination of the requirements of Regulation ...
Reconstitutions
