Reconstitution Sample Clauses

Reconstitution. The Seller and the Servicer agree that this Agreement is a reconstitution agreement executed in connection with a “Securitization Transaction,” and that the date hereof is the “Reconstitution Date,” each as defined in the SWSA. Executed as of the day and year first above written. ▇▇▇▇▇▇ BROTHERS HOLDINGS INC., as Seller By: /s/ ▇▇▇▇▇▇▇ ▇. Hiztmann Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Authorized Signatory ▇▇▇▇▇ FARGO BANK, N.A., as Servicer By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Assistant Vice President Acknowledged: AURORA LOAN SERVICES LLC, as Master Servicer By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President U.S. BANK NATIONAL ASSOCIATION, as Trustee and not individually By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President 1. Unless otherwise specified herein, any provisions of the SWSA, including definitions, relating to (i) representations and warranties relating to the Mortgage Loans and not relating to the servicing of the Mortgage Loans, (ii) Mortgage Loan repurchase obligations, (iii) Whole Loan Transfers, Securitization Transactions and Reconstitution, and (iv) Assignments of Mortgage, shall be disregarded for purposes relating to this Agreement. The exhibits to the SWSA and all references to such exhibits shall also be disregarded. 2. The definition of “Accepted Servicing Practices” in Article I is hereby amended in its entirety to read as follows:

Reconstitution. If it is determined, by a court of competent jurisdiction, that the Company has dissolved prior to the occurrence of a Dissolution Event, then within ninety (90) days after such determination (the “Reconstitution Period”), the Members may elect to reconstitute the Company and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited liability company on terms identical to those set forth in this Agreement. Unless such an election is made within the Reconstitution Period, the Company shall liquidate and wind up its affairs in accordance with Section 12.2. If such an election is made within the Reconstitution Period, then: (i) The reconstituted limited liability company shall continue until the occurrence of a Dissolution Event as provided in Section 12.1(a); and (ii) Unless otherwise agreed to by all of the Members, the Certificate and this Agreement shall automatically constitute the Certificate and Agreement of such new Company. All of the assets and liabilities of the dissolved Company shall be deemed to have been automatically assigned, assumed, conveyed and transferred to the new Company. No bond, collateral, assumption or release of any Member’s or the Company’s liabilities shall be required; provided that the right of the Members to select successor Managers and to reconstitute and continue the business of the Company shall not exist and may not be exercised unless the Company has received an opinion of counsel selected by AWP reasonably satisfactory to the Special Purpose Manager that the exercise of the right would not result in the loss of limited liability of any Member and neither the Company nor the reconstituted limited liability company would cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continue and that none of the Members or their Affiliates would recognize gain or taxable income upon such reconstitution.

Reconstitution. Each Seller and the Servicer agree that this Agreement is a "Reconstitution Agreement", and that the date hereof is the "Reconstitution Date", each as defined in the SWSA. Executed as of the day and year first above written. ▇▇▇▇▇▇ BROTHERS BANK, FSB, as Seller By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇ CAPITAL, A DIVISION OF ▇▇▇▇▇▇ BROTHERS HOLDINGS INC., as Seller By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory ▇▇▇▇▇ FARGO HOME MORTGAGE, INC., as Servicer By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President AURORA LOAN SERVICES, INC., as Master Servicer By: /s/ E. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: E. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Exec. Vice President Acknowledged By: BANK ONE, NATIONAL ASSOCIATION, as Trustee By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President – Corporate Trust Dept. 1. Unless otherwise specified herein, any provisions of the SWSA, including definitions, relating to (i) representations and warranties relating to the Mortgage Loans and not relating to the servicing of the Mortgage Loans, (ii) Mortgage Loan repurchase obligations, (iii) Whole Loan and Pass-Through Transfers and Reconstitution, and (iv) Assignments of Mortgage, shall be disregarded. The exhibits to the SWSA and all references to such exhibits shall also be disregarded. 2. The definition of "Business Day" in Article I is hereby amended by replacing the words "the State of Maryland or" with the words "the State of Maryland, the State of Minnesota, the State of Colorado or the State of Illinois". 3. The definition of "Custodial Agreement" in Article I is hereby amended in its entirety to read as follows:

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, ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇▇ Mac, third party purchasers or credit risk managers, as applicable. In that connection, the Servicer shall provide to ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇▇ 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 Mast...

Reconstitution. ▇▇▇▇▇▇ Capital and the Servicer agree that this Agreement is a "Reconstitution Agreement" and that the date hereof is the "Reconstitution Date", each as defined in the Master Servicing Agreement. Executed as of the day and year first above written. ▇▇▇▇▇▇ CAPITAL, A DIVISION OF ▇▇▇▇▇▇ BROTHERS HOLDINGS INC., as Owner By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ -------------------------------- Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Authorized Signatory COUNTRYWIDE HOME LOANS, INC., as Servicer By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ --------------------------------- Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President Acknowledged By: AURORA LOAN SERVICES INC., as Master Servicer By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, III ---------------------------------- Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, III Title: CEO ▇▇▇▇▇ FARGO BANK MINNESOTA, N.A., as Trustee By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ---------------------------------- Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Assistant Vice President EXHIBIT A Modifications to the Master Servicing Agreement 1. Unless otherwise specified herein, any provisions of the Master Servicing Agreement, including definitions, relating to (i) representations and warranties of the Owner and (ii) Whole-Loan Transfers, Pass-Through Transfers, Acknowledgement Agreements, Closing Dates, Cut-off Dates and First Remittance Dates, shall be disregarded. Unless otherwise specified herein, for purposes of this Agreement, the exhibits to the Master Servicing Agreement and all references to such exhibits shall also be disregarded. 2. The definition of "Custodial Agreement" in Article I is hereby amended in its entirety to read as follows:

Reconstitution. Nothing contained in this Agreement shall impair, restrict or limit the rights and powers of the Partners under the laws of the State of Delaware and any other jurisdiction in which the Partnership is doing business to reform and reconstitute themselves as a limited partnership following dissolution of the Partnership either under provisions identical to those set forth herein or any others which they may deem appropriate.

Reconstitution. The Seller and the Servicer agree that this Agreement is a "Reconstitution Agreement" and that the date hereof is the "Reconstitution Date," each as defined in the Servicing Agreement.

Reconstitution. Upon dissolution of the Partnership in accordance with Sections 14.1(b) or 14.1(c), and a failure of all Partners to agree to continue the business of the Partnership and to the appointment of a successor General Partner as provided in the proviso to Section 14.1, then within 180 days after the event described in Sections 14.1(b) or 14.1(c), a Majority Interest may elect to reconstitute the Partnership and continue its business by forming a new partnership on terms identical to those set forth in this Agreement and having as a general partner a Person approved by a Majority Interest. Upon any such election by a Majority Interest, all Partners shall be bound thereby and shall be deemed to have consented thereto. Unless such an election is made within such 180-day period, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is made within such 180-day period, then (a) the reconstituted partnership shall continue until the end of the term set forth in Section 2.5 unless earlier dissolved in accordance with this Article XIV and (b) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into a new partnership agreement and certificate of limited partnership, and the successor general partner may for this purpose exercise the powers of attorney granted the General Partner pursuant to this Agreement; provided that the right of a Majority Interest to reconstitute and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (i) the exercise of the right would not result in the loss of limited liability of any Limited Partner and (ii) neither the Partnership nor the reconstituted partnership would be treated as an association taxable as a corporation for federal income tax purposes.

Reconstitution. ▇▇▇▇▇▇ and GCFP agree that this Agreement is a Reconstitution Agreement executed in connection with a Securitization Transaction and that the date hereof is the Reconstitution Date.