Common use of Pass-Through Transfers Clause in Contracts

Pass-Through Transfers. The Seller and the Servicer agree that from time to time the Seller shall effect the sale or transfer of some or all of the Mortgage Loans to a Trust to be formed as part of a Pass-Through Transfer. The Servicer shall cooperate with the Seller in connection with any Pass-Through Transfer contemplated by the Seller pursuant to this Section 2.01, including without limitation providing requested information and reports to, and otherwise cooperating with, any Credit Risk Manager. In connection therewith, the Servicer shall provide to the Seller and any Trustee, Trust, Depositor, underwriter, initial purchaser or Credit Risk Manager in connection with a Pass-Through Transfer, as the case may be: (i) any and all information and appropriate verification of information which may be reasonably available to the Servicer, whether through letters of its auditors and counsel or otherwise, as such parties shall reasonably request; and, (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Servicer as are reasonably believed necessary by such parties or the Master Servicer or any Rating Agency, as the case may be, in connection with such transactions. The Seller shall provide the Servicer with a Transfer Notice with respect to any such Pass-Through Transfer, including a schedule of Mortgage Loans which have been transferred, the Effective Date of the Pass-Through Transfer and the name and address of the related Trustee. Upon the Effective Date of such a Pass-Through Transfer, (A) the Servicer and the Seller agree that the provisions of this Agreement shall go into effect with respect to the Securitized Loans to which the Transfer Notice relates, and (B) the Servicer agrees to recognize the Trustee and Trust with respect to the transferred Mortgage Loans in the Pass-Through Transfer, or the Master Servicer acting on their behalf, as having the same rights under this Agreement as the Seller with respect to such transferred Mortgage Loans, including without limitation the right to terminate the Servicer under this Agreement.

Pass-Through Transfers. (a) The Seller and the Servicer agree that from time to time the Seller shall effect the sale or transfer of some or all of the Mortgage Loans to a Trust to be formed as part of a Pass-Through Transfer. The Servicer shall cooperate with the Seller in connection with any Pass-Through Transfer contemplated by the Seller pursuant to this Section 2.01, including without limitation providing requested information and reports to, and otherwise cooperating with, any Credit Risk Manager. In connection therewith, the Servicer shall provide to the Seller and any Trustee, Trust, Depositor, underwriter, initial purchaser purchaser, NIMs Insurer or Credit Risk Manager in connection with a Pass-Through Transfer, as the case may be: (i) any and all information and appropriate verification of information which may be reasonably available to the Servicer, including the Servicer's foreclosure, delinquency experience and the Servicer's underwriting standards, whether through letters of its auditors and counsel or otherwise, as such parties shall reasonably request; and, 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 such parties the Seller and any Trustee, Trust, Depositor, underwriter, initial purchaser, NIMs Insurer or the Master Servicer or any Rating AgencyCredit Risk Manager, as the case may be, in connection with such transactionsPass-Through Transfer. The Servicer shall indemnify the Depositor for any material misstatements or omissions or alleged material misstatements or omissions contained in the information provided pursuant to this Section 2.01(a). The Seller shall provide the Servicer with a Transfer Notice with respect to any such Pass-Through Transfer, including a schedule of Mortgage Loans which have been transferred, the Effective Date of the Pass-Through Transfer and the name and address of the related Trustee. Upon the Effective Date of such a Pass-Through Transfer, (A) the Servicer and the Seller agree that the provisions of this Agreement shall go into effect with respect to the Securitized Loans to which the Transfer Notice relates, and (B) the Servicer agrees to recognize the Trustee and Trust with respect to the transferred Mortgage Loans in the Pass-Through Transfer, or the Master Servicer acting on their behalf, as having the same rights under this Agreement as the Seller with respect to such transferred Mortgage Loans, including without limitation the right to terminate the Servicer under this Agreement.

Pass-Through Transfers. (a) The Seller and the Servicer agree that from time to time the Seller shall effect the sale or transfer of some or all of the Mortgage Loans to a Trust to be formed as part of a Pass-Through Transfer. The Servicer shall cooperate with the Seller in connection with any Pass-Through Transfer contemplated by the Seller pursuant to this Section 2.01, including without limitation providing requested information and reports to, and otherwise cooperating with, any Credit Risk Manager. In connection therewith, the Servicer shall provide to the Seller and any Trustee, Trust, Depositor, underwriter, initial purchaser purchaser, NIMs Insurer or Credit Risk Manager in connection with a Pass-Through Transfer, as the case may be: (i) any and all information and appropriate verification of information which may be reasonably available to the Servicer, including the Servicer’s foreclosure, delinquency experience and the Servicer’s underwriting standards, whether through letters of its auditors and counsel or otherwise, as such parties shall reasonably request; and, 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 such parties the Seller and any Trustee, Trust, Depositor, underwriter, initial purchaser, NIMs Insurer or the Master Servicer or any Rating AgencyCredit Risk Manager, as the case may be, in connection with such transactionsPass-Through Transfer. The Servicer shall indemnify the Depositor for any material misstatements or omissions or alleged material misstatements or omissions contained in the information provided pursuant to this Section 2.01(a). The Seller shall provide the Servicer with a Transfer Notice with respect to any such Pass-Through Transfer, including a schedule of Mortgage Loans which have been transferred, the Effective Date of the Pass-Through Transfer and the name and address of the related Trustee. Upon the Effective Date of such a Pass-Through Transfer, (A) the Servicer and the Seller agree that the provisions of this Agreement shall go into effect with respect to the Securitized Loans to which the Transfer Notice relates, and (B) the Servicer agrees to recognize the Trustee and Trust with respect to the transferred Mortgage Loans in the Pass-Through Transfer, or the Master Servicer acting on their behalf, as having the same rights under this Agreement as the Seller with respect to such transferred Mortgage Loans, including without limitation the right to terminate the Servicer under this Agreement.

Pass-Through Transfers. The Seller Purchaser and the Servicer Seller agree that from time to time in connection with the Seller shall effect the sale or transfer of some or all of the Mortgage Loans to a Trust to be formed as part completion of a Pass-Through Transfer. The Servicer shall cooperate with , the Seller in connection shall: (i) provide the Purchaser with any Pass-Through Transfer contemplated a certificate of a duly appointed officer of Seller that restates on the Reconstitution Date all representations and warranties made by the Seller pursuant to this Section 2.01, including without limitation providing requested information Agreement with respect to the Mortgage Loans and reports to, and otherwise cooperating with, any Credit Risk Manager. In connection therewith, the Servicer shall provide with respect to the Seller itself, together with any additional representations and any Trustee, Trust, Depositor, underwriter, initial purchaser or Credit Risk Manager warranties which may be required to be made by it in connection with a the Pass-Through Transfer; (ii) if the Seller is required to be a party to any of the Reconstitution Agreements, to execute any Reconstitution Agreement required to effectuate the foregoing; (iii) provide to any master servicer or trustee, as applicable, and/or the case may be: (i) Purchaser any and all publicly available information and appropriate verification of information which may be reasonably available to the ServicerSeller, whether through letters of its auditors and counsel or otherwise, as such parties the Purchaser, trustee or a master servicer shall reasonably requestreasonable request as to the related Mortgage Loans; and, (iiiv) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of provide all other assistance reasonably requested by the Servicer as are reasonably believed necessary by such parties or the Master Servicer or any Rating Agency, as the case may be, Purchaser in connection with such transactionscompletion of the Pass-Through Transfer. The Seller shall provide the Servicer with a Transfer Notice with With respect to any such Pass-Through Transfer, including the Purchaser shall be entitled to include in any disclosure document any information provided by the Seller and the Seller acknowledges and agrees that the related investors will be permitted to rely on such information. If the Purchaser determines that the Seller is required to be a schedule of Mortgage Loans which have been transferredparty to any Reconstitution Agreement, the Effective Date Seller shall execute such Reconstitution Agreement within a reasonable period of time, but in no event shall such time exceed ten (10) Business Days after mutual agreement between the Purchaser and the Seller as to the terms thereof. In addition to the foregoing, the Seller acknowledges that the Purchaser may complete a Pass-Through Transfer on or prior to the Servicing Transfer Date. In such event, the Seller agrees to undertake all additional obligations as may become necessary to facilitate the Pass-Through Transfer, including, without limitation, the assumption of the obligation to act as "master servicer" for the period starting on the closing of the Pass-Through Transfer through and including the Servicing Transfer Date and the name preparation, execution and address approval of the related Trustee. Upon the Effective Date of such a Pass-Through Transfer, (A) the Servicer all documents and the Seller agree that the provisions of this Agreement shall go into effect with respect to the Securitized Loans to which the Transfer Notice relates, and (B) the Servicer agrees to recognize the Trustee and Trust with respect to the transferred Mortgage Loans in the Pass-Through Transfer, or the Master Servicer acting on their behalf, as having the same rights under this Agreement as the Seller with respect to such transferred Mortgage Loans, including without limitation the right to terminate the Servicer under this Agreementdisclosures incident thereto.

Pass-Through Transfers. The Seller and the Servicer agree that from time to time the Seller shall effect the sale or transfer of some or all of the Mortgage Loans to a Trust to be formed as part of a Pass-Through Transfer. The Servicer shall cooperate with the Seller in connection with any Pass-Through Transfer contemplated by the Seller pursuant to this Section 2.01, including without limitation providing requested information and reports to, and otherwise cooperating with, any Credit Risk Manager. In connection therewith, the Servicer shall provide to the Seller and any Trustee, Trust, Depositor, underwriter, initial purchaser purchaser, NIMs Insurer or Credit Risk Manager in connection with a Pass-Through Transfer, as the case may be: (i) any and all information and appropriate verification of information which may be reasonably available to the Servicer, including the Servicer's foreclosure, delinquency experience and the Servicer's underwriting standards, whether through letters of its auditors and counsel or otherwise, as such parties shall reasonably request; and, 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 such parties the Seller and any Trustee, Trust, Depositor, underwriter, initial purchaser, NIMs Insurer or the Master Servicer or any Rating AgencyCredit Risk Manager, as the case may be, in connection with such transactionsPass-Through Transfer. The Servicer shall indemnify the Depositor for any material misstatements or omissions or alleged material misstatements or omissions contained in the information provided pursuant to this Section 2.01(a). The Seller shall provide the Servicer with a Transfer Notice with respect to any such Pass-Through Transfer, including a schedule of Mortgage Loans which have been transferred, the Effective Date of the Pass-Through Transfer and the name and address of the related Trustee. Upon the Effective Date of such a Pass-Through Transfer, (A) the Servicer and the Seller agree that the provisions of this Agreement shall go into effect with respect to the Securitized Loans to which the Transfer Notice relates, and (B) the Servicer agrees to recognize the Trustee and Trust with respect to the transferred Mortgage Loans in the Pass-Through Transfer, or the Master Servicer acting on their behalf, as having the same rights under this Agreement as the Seller with respect to such transferred Mortgage Loans, including without limitation the right to terminate the Servicer under this Agreement.

Pass-Through Transfers. (a) The Seller and the Servicer agree that from time to time the Seller shall effect the sale or transfer of some or all of the Mortgage Loans to a Trust to be formed as part of a Pass-Through Transfer. The Servicer shall cooperate with the Seller in connection with any Pass-Through Transfer contemplated by the Seller pursuant to this Section 2.01, including without limitation providing requested information and reports to, and otherwise cooperating with, any Credit Risk Manager. In connection therewith, the Servicer shall provide to the Seller and any Trustee, Trust, Depositor, underwriter, initial purchaser purchaser, Certificate Insurer or Credit Risk Manager in connection with a Pass-Through Transfer, as the case may be: (i) any and all information and appropriate verification of information which may be reasonably available to the Servicer, including the Servicer's foreclosure, delinquency experience and the Servicer's underwriting standards, whether through letters of its auditors and counsel or otherwise, as such parties shall reasonably request; and, 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 such parties the Seller and any Trustee, Trust, Depositor, underwriter, initial purchaser, Certificate Insurer or the Master Servicer or any Rating AgencyCredit Risk Manager, as the case may be, in connection with such transactionsPass-Through Transfer. The Servicer shall indemnify the Depositor for any material misstatements or omissions or alleged material misstatements or omissions contained in the information provided pursuant to this Section 2.01(a). The Seller shall provide the Servicer with a Transfer Notice with respect to any such Pass-Through Transfer, including a schedule of Mortgage Loans which have been transferred, the Effective Date of the Pass-Through Transfer and the name and address of the related Trustee. Upon the Effective Date of such a Pass-Through Transfer, (A) the Servicer and the Seller agree that the provisions of this Agreement shall go into effect with respect to the Securitized Loans to which the Transfer Notice relates, and (B) the Servicer agrees to recognize the Trustee and Trust with respect to the transferred Mortgage Loans in the Pass-Through Transfer, or the Master Servicer acting on their behalf, as having the same rights under this Agreement as the Seller with respect to such transferred Mortgage Loans, including without limitation the right to terminate the Servicer under this Agreement.

Pass-Through Transfers. The Seller and the Servicer agree that from time to time the Seller shall effect the sale or transfer of some or all of the Mortgage Loans to a the Trust to be formed as part of a the Pass-Through Transfer. The Servicer shall cooperate with the Seller in connection with any the Pass-Through Transfer contemplated by the Seller pursuant to this Section 2.01, including without limitation providing requested information and reports to, and otherwise cooperating with, any Credit Risk Manager. In connection therewith, the Servicer shall provide to the Seller and any the Trustee, Trust, Depositor, underwriter, initial purchaser or Credit Risk Manager in connection with a the Pass-Through Transfer, as the case may be: (i) any and all information and appropriate verification of information which may be reasonably available to the Servicer, whether through letters of its auditors and counsel or otherwise, as such parties shall reasonably request; and, (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Servicer as are reasonably believed necessary by such parties or the Master Servicer or any Rating Agency, as the case may be, in connection with such transactions. The Seller shall provide the Servicer with a Transfer Notice with respect to any such Pass-Through Transfer, including a schedule of Mortgage Loans which have been transferred, the Effective Date of the Pass-Through Transfer and the name and address of the related Trustee. Upon the Effective Date of such a the Pass-Through Transfer, (A) the Servicer and the Seller agree that the provisions of this Agreement shall go into effect with respect to the Securitized Loans to which the Transfer Notice relates, and (B) the Servicer agrees to recognize the Trustee and Trust with respect to the transferred Mortgage Loans in the Pass-Through Transfer, or the Master Servicer acting on their behalf, as having the same rights under this Agreement as the Seller with respect to such transferred Mortgage Loans, including without limitation the right to terminate the Servicer under this Agreement.

Pass-Through Transfers. The Seller Purchaser and the Servicer Seller agree that from time to time in connection with the Seller shall effect the sale or transfer of some or all of the Mortgage Loans to a Trust to be formed as part completion of a Pass-Through Transfer. The Servicer shall cooperate , the Seller, in its reasonable discretion, shall: (i) provide the Purchaser with a certificate of a duly appointed officer of Seller that restates as of the Seller in connection with any Pass-Through Transfer contemplated Reconstitution Date all representations and warranties made by the Seller pursuant to this Section 2.01, including without limitation providing requested information Agreement with respect to the Mortgage Loans and reports to, and otherwise cooperating with, any Credit Risk Manager. In connection therewith, the Servicer shall provide with respect to the Seller itself, together with any additional representations and any Trustee, Trust, Depositor, underwriter, initial purchaser or Credit Risk Manager warranties which may be required to be made by it in connection with a the Pass-Through Transfer; (ii) if the Seller is required to be a party to any of the Reconstitution Agreements, to execute any Reconstitution Agreement required to effectuate the foregoing; (iii) provide to any master servicer or trustee, as applicable, and/or the case may be: (i) Purchaser any and all publicly available information and appropriate verification of information which may be reasonably available to the ServicerSeller, whether through letters of its auditors and counsel or otherwise, as such parties the Purchaser, trustee or a master servicer shall reasonably requestreasonable request as to the related Mortgage Loans; and, (iiiv) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of provide all other assistance reasonably requested by the Servicer as are reasonably believed necessary by such parties or the Master Servicer or any Rating Agency, as the case may be, Purchaser in connection with such transactions. The Seller shall provide completion of the Servicer with a Transfer Notice with respect to any such Pass-Through Transfer, including a schedule of Mortgage Loans which have been transferred, . The Purchaser shall be entitled to include in any disclosure document any information provided by the Effective Date of Seller in connection with the Pass-Through Transfer and the name Seller acknowledges and address agrees that the related investors will be permitted to rely on such information as provided by the Seller. In addition, the Seller shall indemnify the Purchaser and its affiliates for any untrue or alleged untrue statement of any material fact contained in such information, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the related Trusteecircumstances in which they were made, not misleading. Upon If the Effective Date Purchaser determines that the Seller is required to be a party to any Reconstitution Agreement, the Seller shall execute such Reconstitution Agreement within a reasonable period of time, but in no event shall such time exceed ten (10) Business Days after mutual agreement between the Purchaser and the Seller as to the terms thereof. In addition to the foregoing, the Seller acknowledges that the Purchaser may complete a Pass-Through TransferTransfer on or prior to the related Servicing Transfer Date. In such event, (A) the Servicer and the Seller agree that the provisions of this Agreement shall go into effect with respect to the Securitized Loans to which the Transfer Notice relates, and (B) the Servicer agrees to recognize the Trustee and Trust with respect undertake all additional obligations as may become necessary to the transferred Mortgage Loans in facilitate the Pass-Through Transfer, or including, without limitation, the Master Servicer acting assumption of the obligation to act as “master servicer” for the period starting on their behalfthe closing of the Pass-Through Transfer through and including the related Servicing Transfer Date and the preparation, as having the same rights under this Agreement as the Seller with respect to such transferred Mortgage Loans, including without limitation the right to terminate the Servicer under this Agreementexecution and approval of all documents and disclosures incident thereto.

Pass-Through Transfers. (a) The Seller and the Servicer agree that from time to time the Seller shall effect the sale or transfer of some or all of the Mortgage Loans to a Trust to be formed as part of a Pass-Through Transfer. The Servicer shall cooperate with the Seller in connection with any Pass-Through Transfer contemplated by the Seller pursuant to this Section 2.01, including without limitation providing requested information and reports to, and otherwise cooperating with, any Credit Risk Manager. In connection therewith, the Servicer shall provide to the Seller and any Trustee, Trust, Depositor, underwriter, initial purchaser or Credit Risk Manager in connection with a Pass-Through Transfer, as the case may be: (i) any and all information and appropriate verification of information which may be reasonably available to the Servicer, including the Servicer’s foreclosure, delinquency experience and the Servicer’s underwriting standards, whether through letters of its auditors and counsel or otherwise, as such parties shall reasonably request; and, 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 such parties the Seller and any Trustee, Trust, Depositor, underwriter, initial purchaser or the Master Servicer or any Rating AgencyCredit Risk Manager, as the case may be, in connection with such transactionsPass-Through Transfer. The Servicer shall indemnify the Depositor for any material misstatements or omissions or alleged material misstatements or omissions contained in the information provided pursuant to this Section 2.01(a). The Seller shall provide the Servicer with a Transfer Notice with respect to any such Pass-Through Transfer, including a schedule of Mortgage Loans which have been transferred, the Effective Date of the Pass-Through Transfer and the name and address of the related Trustee. Upon the Effective Date of such a Pass-Through Transfer, (A) the Servicer and the Seller agree that the provisions of this Agreement shall go into effect with respect to the Securitized Loans to which the Transfer Notice relates, and (B) the Servicer agrees to recognize the Trustee and Trust with respect to the transferred Mortgage Loans in the Pass-Through Transfer, or the Master Servicer acting on their behalf, as having the same rights under this Agreement as the Seller with respect to such transferred Mortgage Loans, including without limitation the right to terminate the Servicer under this Agreement.