Pass Through Transfer Sample Clauses
A Pass-Through Transfer clause allows obligations, rights, or liabilities from one contract to be transferred directly to another party, typically in a subcontracting or assignment scenario. In practice, this means that if a primary contractor is bound by certain terms with a client, those same terms can be imposed on a subcontractor, ensuring consistency across related agreements. The core function of this clause is to maintain alignment of responsibilities and risk allocation throughout a contractual chain, preventing gaps or conflicts between interconnected agreements.
Pass Through Transfer. (a) The Purchaser may enter into one or more Securitization Transactions, in each case temporarily retaining the Seller as the servicer thereof. The date on which any Mortgage Loans are included in a Securitization Transaction shall be a “Reconstitution Date”. On any Reconstitution Date, the Mortgage Loans transferred shall cease to be covered by the Interim Servicing Agreement.
(b) The Seller shall cooperate with the Purchaser in connection with any Securitization Transaction contemplated by the Purchaser pursuant to this Section 28. In that connection, the Seller shall (a) execute any agreements related to any Securitization Transactions (“Reconstitution Agreements”) within a reasonable period of time after receipt of any Reconstitution Agreement which time shall be sufficient for the Seller and Seller’s counsel to review such Reconstitution Agreement, but such time shall not exceed ten (10) Business Days after such receipt, and (b) provide to the trustee or a third party purchaser, as the case may be, subject to any Reconstitution Agreement and/or the Purchaser: (i) any and all information and appropriate verification of information which may be reasonably available to the Seller, whether through letters of its auditors (the reasonable out-of-pocket cost of which will be borne by the Purchaser) and counsel or otherwise, as the Purchaser shall reasonably request; (ii) to bring each of the Mortgage Loan representations and warranties set forth in the Agreement current as of the date the Mortgage Loans are being transferred pursuant to a Securitization Transaction, provided that, such Mortgage Loan representations and warranties shall be revised, to the extent allowed or required by the rating agencies and the certificate insurer and acceptable to the Purchaser, to reflect the actual pool of Mortgage Loans being securitized; notwithstanding the foregoing, Seller shall, at the time of reconstitution, be entitled to state certain exceptions to the Mortgage Loan representations and warranties necessary to make same true and correct as of the time of the Securitization Transaction and (iii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as are reasonably believed necessary by the trustee, such third party purchaser, any master servicer, any rating agency or the Purchaser, as the case may be, in connection with such transactions; provided, however...
Pass Through Transfer. Removal of Mortgage Loans from Inclusion Under this Agreement Upon a Pass-Through Transfer..........................
Pass Through Transfer. The sale or transfer of some or all of the Mortgage Loans by Purchaser to a trust to be formed as part of a publicly issued or privately placed mortgage backed securities transaction.
Pass Through Transfer. As of the date of each Pass-Through Transfer, and except as has been otherwise disclosed to the Purchaser, RFC will make the following representations: (1) no default or servicing related performance trigger has occurred as to any other securitization due to any default of RFC; (2) no material noncompliance with applicable servicing criteria as to any other securitization has been disclosed or reported by RFC; (3) RFC has not been terminated as servicer in a residential mortgage loan securitization, to the extent required to be disclosed under Regulation AB; (4) no material changes to RFC’s servicing policies and procedures for similar loans has occurred in the preceding three years; (5) there are no changes to RFC’s financial condition that could have a material adverse impact on the performance by RFC of its obligations hereunder; (6) there are no legal proceedings pending, or known to be contemplated by governmental authorities, against RFC that could be material to investors in the securities issued in such Pass-Through Transfer; and (7) there are no affiliations, relationships or transactions relating to RFC of a type that are described under Item 1119 of Regulation AB.
Pass Through Transfer. Section 7.01 Removal of Mortgage Loans from Inclusion Under this Agreement Upon a Pass-Through Transfer on One or More Reconstitution Dates.
(1) a description of the Servicer’s form of organization;
(2) a description of how long the Servicer has been servicing residential mortgage loans; a general discussion of the Servicer’s experience in servicing assets of any type as well as a more detailed discussion of the Servicer’s experience in, and procedures for the servicing function it will perform under this Agreement and any Reconstitution Agreements; information regarding the size, composition and growth of the Servicer’s portfolio of mortgage loans of the type similar to the Mortgage Loans and information on factors related to the Servicer that may be material, in the good faith judgment of the Purchaser, to any analysis of the servicing of the Mortgage Loans or the related asset-backed securities, as applicable (including, without limitation, whether any prior securitizations of mortgage loans of the type similar to the Mortgage Loans involving the Servicer have defaulted or experienced an early amortization or other performance triggering event because of servicing; the extent of outsourcing the Servicer utilizes; whether there has been previous disclosure of noncompliance with Servicing Criteria with respect to other securitizations involving the Servicer; whether there has been any termination of the Company as servicer in a mortgage loan securitization; and whether in a mortgage loan securitization a servicing performance test or trigger that could have resulted in the termination of the Company as servicer was reached, whether or not the Company was so terminated);
(3) a description of any material changes to the Servicer’s policies or procedures in the servicing function it will perform under this Agreement and any Reconstitution Agreements for mortgage loans of the type similar to the Mortgage Loans during the past three years;
(4) information regarding the Servicer’s financial condition to the extent that there is a risk that the effect on one or more aspects of servicing resulting from such financial condition could have an impact on the performance of the securities issued in the Securitization Transfer, or on servicing of mortgage loans of the same asset type as the Mortgage Loans;
(5) statistical information regarding advances made by the Servicer on the Mortgage Loans and the Servicer’s overall servicing portfolio for the past three years;
(6...
Pass Through Transfer