Common use of Reconstitutions Clause in Contracts

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, in connection with each Permitted Reconstitution, upon the request of Purchaser, the applicable Seller shall provide an officer's certificate to the effect that the representations and warranties made by such Seller in Section 3.2 are true and correct as of the date of such certificate, provided that nothing has occurred during the period commencing on the applicable Closing Date and ending on the date of such certificate which would make such representations and warranties untrue.

Reconstitutions. (a) Upon 15 days' prior written notice Required 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 Reconstitutions 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 no Reconstitution may be made by the Purchaser nor or 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 (other than the Purchaser) would own Mortgage Loans in such Loan Pool at any one time (unless otherwise stated in the related Commitment Letter), (ii) any single investor (other than the Purchaser) would own Mortgage Loans from such Loan Pool having an aggregate Unpaid Principal Balance immediately after such Reconstitution of less than $5,000,0005,000,000 (unless mutually agreed upon otherwise by the parties thereto), (iii) the applicable Seller(s) and the Servicer are not provided with initial drafts of all documents for which such Sellers the applicable Seller(s) 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 DateDate (unless mutually agreed upon otherwise by the parties thereto), (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 (viivi) the related Subsequent Transfer Settlement Date occurs on or prior to the related Servicing Cut-off Date. (b) The Purchaser shall promptly notify the applicable Seller(s) if the percentage of Mortgage Loans in the entire related transaction increases above the percentage specified in the Required Notice. (c) 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. (cd) In connection with each Permitted ReconstitutionNotwithstanding anything to the contrary contained in this Agreement, each but subject to the terms of the Servicing Agreement, the Purchaser shall have the right, in its sole discretion, upon 30 days’ prior written notice to the Sellers, to appoint and designate a master servicer (the “Master Servicer”), as applicablemaster servicer of any Mortgage Loans subject to a Permitted Reconstitution. Upon such appointment, shall: (i) provide the Sellers shall correspond and communicate solely with the Master Servicer, as if the Master Servicer were the “Purchaser” hereunder. Furthermore, the Master Servicer shall have all rights as designee of 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, in connection with each Permitted Reconstitution, upon the request of Purchaser, the applicable Seller shall provide an officer's certificate to the effect that enforce the representations and warranties made by such Seller warranties, and all other covenants and conditions set forth in Section 3.2 are true this Agreement, and correct as the Sellers shall follow and shall be entitled to rely on the instructions of the date Master Servicer under this Agreement as if such instructions were the instructions of the Purchaser. The Master Servicer shall have the right to give any waivers or consents required or allowed under this Agreement on behalf of the Purchaser, and the Sellers shall have the right to rely on all such certificatewaivers and consents. The Master Servicer shall be empowered to enter into and execute and deliver any amendments or modifications to this Agreement as the Purchaser’s designee hereunder, provided that nothing has occurred during and such amendments or modifications shall be binding upon the period commencing on Purchaser as if the applicable Closing Date Purchaser had executed and ending on delivered the date of such certificate which would make such representations and warranties untruesame.

Reconstitutions. (a) Upon 15 days' prior written notice Required Notice to the applicable Seller(s) Company and the Master Servicer, the Purchaser may, at its sole option, effect one or more Whole Loan Transfers or Securitization Transactions Reconstitutions with respect to some or all of the Mortgage Loans purchased on any Closing Date, retaining the Master Servicer as servicer or subservicer, if a master servicer is employedthe servicer; provided, however, that neither no Reconstitution may be made by the Purchaser nor or 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 $5,000,0005,000,000 (unless mutually agreed upon otherwise by the parties thereto), (iii) the applicable Seller(s) Company and the Master Servicer are not provided with initial drafts of all documents for which such Sellers the Company and the Master Servicer are requested to become a party in connection with such Reconstitution at least 10 days Business 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 Master Servicer and any applicable Servicer at least 2 Business Days prior to the related Subsequent Transfer Settlement DateDate (unless mutually agreed upon otherwise by the parties thereto), (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 (viivi) the related Subsequent Transfer Settlement Date occurs on or prior to the related Servicing Cut-off Date. For the avoidance of doubt, the parties agree that for the purpose of this Section 6.1, the number of investors in a Securitization Transaction shall be deemed to be one. (b) The Purchaser shall promptly notify the Company if the percentage of Mortgage Loans in the entire related transaction increases above the percentage specified in the Required Notice. (c) Unless otherwise set forth in writing between the Purchaser and the Company, the Purchaser shall reimburse the applicable Seller(s) Company for all reasonable out-of-pocket expenses, including attorneys' fees, incurred by the Seller(s) Company 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, in connection with each Permitted Reconstitution, upon the request of Purchaser, the applicable Seller shall provide an officer's certificate to the effect that the representations and warranties made by such Seller in Section 3.2 are true and correct as of the date of such certificate, provided that nothing has occurred during the period commencing on the applicable Closing Date and ending on the date of such certificate which would make such representations and warranties untrue.

Reconstitutions. (a) Upon 15 days' prior written notice Required 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 Reconstitutions 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 Master Servicer is employed; provided, however, that neither no Reconstitution may be made by the Purchaser nor or 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 $5,000,0005,000,000 (unless mutually agreed upon otherwise by the parties thereto), (iii) the applicable Seller(s) and the Servicer are not provided with initial drafts of all documents for which such Sellers the applicable Seller(s) 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 DateDate (unless mutually agreed upon otherwise by the parties thereto), (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 (viivi) 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 ReconstitutionWhole Loan Transfer permitted under this Section 6.1, 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, in connection with each Permitted Reconstitution, upon the request of Purchaser, the applicable Seller shall provide an officer's certificate to the effect that the representations and warranties made by such Seller in Section 3.2 are true and correct as of the date of such certificate, provided that nothing has occurred during the period commencing on the applicable Closing Date and ending on the date of such certificate which would make such representations and warranties untrue.:

Reconstitutions. (a) Upon 15 days' prior written notice Required Notice to the applicable Seller(s) and the ServicerSeller, the Purchaser mayPurchaser, at its sole option, may effect one or more Whole Loan Transfers or Securitization Transactions Reconstitutions with respect to some or all of the Mortgage Loans purchased on any Closing Datesold pursuant to this Agreement, retaining the Servicer as servicer or subservicer, if a master servicer is employed; provided, however, that neither no Reconstitution may be made by the Purchaser nor or 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 time; provided, that the Purchaser's completion of a Clean-Up Transfer (unless otherwise stated in the related Commitment Letteras defined below) shall not be counted for purposes of this subclause (i), (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 Purchaser or its designee shall fail to use commercially reasonable efforts to provide the Seller or the Servicer are not provided with initial drafts of all documents for which such Sellers the Seller 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"), (iviii) the Purchaser or its designee shall fail to use commercially reasonable efforts to provide the Seller or the Servicer with 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, (viv) any Mortgage Loan is subject to more than one Reconstitution in any given Due Periodcalendar month, unless the Purchaser and the initial transferee from the Purchaser each give appropriate notice pursuant to this section or (viiv) the related Subsequent Transfer Settlement Date occurs on or prior to the related Servicing Cut-off DateDate or (ii) any single investor would own Mortgage Loans having an aggregate unpaid principal balance immediately following such Reconstitution of less than $5,000,000; provided, that the Purchaser may complete one Reconstitution of less than $5,000,000 (a "Clean-Up Transfer"). (b) The Purchaser shall promptly notify the Seller if the percentage of Mortgage Loans in the entire related transaction increases above the percentage specified in the Required Notice. (c) The Purchaser shall reimburse the applicable Seller(s) Seller for all reasonable out-of-pocket expenses, including attorneys' fees, incurred by the Seller(s) Seller in connection with any Reconstitution. (cd) In connection with each Permitted ReconstitutionIf at any time, each the aggregate Unpaid Principal Balance of any Mortgage Loans serviced under the Servicing Agreement and retained by the Purchaser ("Portfolio Loans") is less than one or equal to one percent (1%) of the SellersUnpaid Principal Balance of such Portfolio Loans as of the related Closing Date, as applicablethe Seller or its designee may elect, shall: in its sole discretion, to purchase such Portfolio Loans. The purchase price of Mortgage Loans purchased by the Seller or its designee pursuant to this Section 9.1(d) shall equal the lesser of (i) provide the Purchaser with information and appropriate verification aggregate fair market value of information in such Mortgage Loans at the time of purchase by the Seller or 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); designee and (ii) cooperate with all reasonable requests the aggregate Unpaid Principal Balance of such Mortgage Loans, plus the amount of interest on such Unpaid Principal Balance of such Mortgage Loans, at the applicable Net Rate (as defined in the Servicing Agreement) from the date to which interest has last been paid and due diligence procedures not otherwise addressed herein. In additiondistributed to the Purchaser under the Servicing Agreement to, in connection with each Permitted Reconstitution, upon the request of Purchaserand including, the applicable Seller shall provide an officer's certificate to the effect that the representations and warranties made by such Seller in Section 3.2 are true and correct as last day of the date of month in which such certificate, provided that nothing has occurred during the period commencing on the applicable Closing Date and ending on the date of such certificate which would make such representations and warranties untruepurchase occurs.