Common use of Information to Be Provided by the Sellers Clause in Contracts

Information to Be Provided by the Sellers. In connection with any Securitization Transaction, each Seller 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 6.4, and (ii) as promptly as practicable following notice to or discovery by such Seller, 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. (a) If so requested by the Purchaser or any Depositor, each Seller shall provide such information regarding (i) such Seller, as originator of the Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), or (ii) each Third-Party Originator, as is requested for the purpose of compliance with Items 1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation AB. Such information shall include, at a minimum: (i) the originator's form of organization; (ii) a description of the originator's origination program and how long the originator has been engaged in originating residential mortgage loans, which description shall include a discussion of the originator's experience in originating mortgage loans of a similar type as the Mortgage Loans; information regarding the size and composition of the originator's origination portfolio; and information that may be material, in the good faith judgment of the Purchaser or any Depositor, to an analysis of the performance of the Mortgage Loans, including the originators' credit-granting or underwriting criteria for mortgage loans of similar type(s) as the Mortgage Loans and such other information as the Purchaser or any Depositor may reasonably request for the purpose of compliance with Item 1110(b)(2) of Regulation AB; (iii) a description of any material legal or governmental proceedings pending (or known to be contemplated) against such Seller and each Third-Party Originator; and (iv) a description of any affiliation or relationship between such Seller, each Third-Party Originator and any of the following parties to a Securitization Transaction, as such parties are identified to such Seller by the Purchaser or any Depositor in writing not less than five Business Days in advance of such Securitization Transaction: (A) the Sponsor; (B) the Depositor; (C) the Issuing Entity; (D) any servicer; (E) any trustee; (F) any originator; (G) any significant obligor; (H) any enhancement or support provider; and (I) any other material transaction party. (b) If so requested by the Purchaser or any Depositor, each Seller shall provide (or, as applicable, cause each Third-Party Originator to provide) Static Pool Information with respect to the mortgage loans (of a similar type as the Mortgage Loans, as reasonably identified by the Purchaser as provided below) originated by (i) such Seller, if such Seller is an originator of Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent) and/or (ii) each Third Party Originator. Such Static Pool Information shall be prepared by a Seller (or Third Party Originator) on the basis of its reasonable, good faith interpretation of the requirements of Item 1105(a)(1)-(3)

Information to Be Provided by the Sellers. In connection with any Securitization Transaction, each Seller of the Sellers as applicable 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 6.46.5, and (ii) as promptly as practicable following notice to or discovery by such Sellerthe applicable Seller(s), 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. (a) If so requested by the Purchaser or any Depositor, each Seller the applicable Seller(s) shall provide such information regarding (i) such the Seller, as originator of the Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), or (ii) each Third-Party Originator, as is requested for the purpose of compliance with Items 1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation AB. Such information shall include, at a minimum: (i) the originator's ’s form of organization; (ii) a description of the originator's ’s origination program and how long the originator has been engaged in originating residential mortgage loans, which description shall include a discussion of the originator's ’s experience in originating mortgage loans of a similar type as the Mortgage Loans; information regarding the size and composition of the originator's ’s origination portfolio; and information that may be material, in the good faith judgment of the Purchaser or any Depositor, to an analysis of the performance of the Mortgage Loans, including the originators' originator’s credit-granting or underwriting criteria for mortgage loans of similar type(s) as the Mortgage Loans and such other information as the Purchaser or any such Depositor may reasonably request for the purpose of compliance with Item 1110(b)(2) of Regulation AB; (iii) a description of any material legal or governmental proceedings pending (or known to be contemplated) against such Seller the applicable Seller(s) and each Third-Party Originator; and (iv) a description of any affiliation or relationship between such Seller, the applicable Seller(s) each Third-Party Originator and any of the following parties to a Securitization Transaction, as such parties are identified to such Seller the applicable Seller(s) by the Purchaser or any Depositor in writing not less than five Business Days in advance of such Securitization Transaction: (A) the Sponsor; (B) the Depositor; (C) the Issuing Entity; (D) any servicer; (E) any trustee; (F) any originator; (G) any significant obligor; (H) any enhancement or support provider; and (I) any other material transaction party. (b) If so requested by the Purchaser or any Depositor, each Seller the applicable Seller(s) shall provide (or, as applicable, cause each Third-Party Originator to provide) Static Pool Information with respect to the mortgage loans (of a similar type as the Mortgage Loans, as reasonably identified by the Purchaser as provided below) originated by (i) such Sellerthe applicable Seller(s), if such the Seller is an originator of Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent) and/or (ii) each Third Party Originator. Such Static Pool Information shall be prepared by a Seller the applicable Seller(s) (or Third Party Originator) on the basis of its reasonable, good faith interpretation of the requirements of Item 1105(a)(1)-(3) of Regulation AB. To the extent that there is reasonably available to the applicable Seller(s) (or Third Party Originator) Static Pool Information with respect to more than one mortgage loan type, the Purchaser or any Depositor shall be entitled to specify whether some or all of such information shall be provided pursuant to this paragraph. The content of such Static Pool Information may be in the form customarily provided by the applicable Seller(s), and need not be customized for the Purchaser or any Depositor. Such Static Pool Information for each vintage origination year or prior securitized pool, as applicable, shall be presented in increments no less frequently than quarterly over the life of the mortgage loans included in the vintage origination year or prior securitized pool. The most recent periodic increment must be as of a date no later than 135 days prior to the date of the prospectus or other offering document in which the Static Pool Information is to be included or incorporated by reference. The Static Pool Information shall be provided in an electronic format that provides a permanent record of the information provided, such as a portable document format (pdf) file, or other such electronic format reasonably required by the Purchaser or such Depositor, as applicable. Promptly following notice or discovery of a material error in Static Pool Information provided pursuant to the immediately preceding paragraph (including an omission to include therein information required to be provided pursuant to such paragraph), the applicable Seller(s) shall provide (or, as applicable, cause any Third Party Originator to provide) corrected Static Pool Information to the Purchaser or any Depositor, as applicable, in the same format in which Static Pool Information was previously provided to such party by the applicable Seller(s) (or Third Party Originator). If so requested by the Purchaser or any Depositor, the applicable Seller(s) shall provide (or, as applicable, cause each Third Party Originator to provide), at the expense of the requesting party (to the extent of any additional incremental expense associated with delivery pursuant to this Agreement), such agreed-upon procedures letters of certified public accountants reasonably acceptable to the Purchaser or such Depositor, as applicable, pertaining to Static Pool Information relating to prior securitized pools for securitizations closed on or after January 1, 2006 or, in the case of Static Pool Information with respect to each of the applicable Seller's or Third-Party Originator's originations or purchases, to calendar months commencing prior to January 1, 2006, as the Purchaser or such Depositor shall reasonably request. Such statements and letters shall be addressed to and be for the benefit of such parties as the Purchaser or such Depositor shall designate, which may include, by way of example, any Sponsor, any Depositor and any broker dealer acting as underwriter, placement agent or initial purchaser with respect to a Securitization Transaction. Any such statement or letter may take the form of a standard, generally applicable document accompanied by a reliance letter authorizing reliance by the addressees designated by the Purchaser or such Depositor. (c) For the purpose of satisfying the Purchaser’s or any Depositor’s reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the applicable Seller(s) shall (or shall cause each Third-Party Originator to) (i) notify the Purchaser and such Depositor in writing of (A) any material litigation or governmental proceedings pending against the Seller or any Third-Party Originator and (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Seller or any Third-Party Originator and any of the parties specified in clause (iv) of Section 6.5(a) (and any other parties identified in writing by the requesting party) with respect to such Securitization Transaction, and (ii) provide to the Purchaser and such Depositor a description of such proceedings, affiliations or relationships.