Common use of Reconstitution Clause in Contracts

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, Xxxxxx Mae, Xxxxxxx Mac, third party purchasers or credit risk managers, as applicable. In that connection, the Servicer shall provide to Xxxxxx Mae, Xxxxxxx 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 Master Servicer. Upon the Effective Date of such a transfer, (A) the Servicer and Owner agree that the provisions of this Agreement shall remain in effect, and (B) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Mac, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Reconstitution as the "Owner" of such Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such transferred Mortgage Loans. In connection with any Reconstitution and at the request of the Owner or the Master Servicer, on not less than five (5) days notice, the Servicer shall execute and deliver a certificate, in form and substance acceptable to the Owner, acknowledging and certifying to the Owner and the Master Servicer that: (i) the Servicer has received the Transfer Notice, and attaching the related schedule of Mortgage Loans included in such Reconstitution (which schedule shall include such Mortgage Loan data as may reasonably be requested by the Owner or the Master Servicer), (ii) this Agreement is in full force and effect in accordance with its terms, (iii) no Event of Default has occurred under this Agreement, nor does there exist any state of facts that, with the giving of notice or passage of time, or both, would constitute an Event of Default under this Agreement, (iv) each of the representations and warranties of the Servicer contained in Section 3.01 are true and correct as of the related Effective Date as if made on such date and (v) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Xxxx, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Agency Transfer, Whole Loan Transfer or Pass-Through Transfer as the "Owner" of the related Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such Mortgage Loans With respect to each MERS Mortgage Loan, the Servicer shall take such actions as are necessary to cause Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party, as the case may be, to be clearly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

Appears in 15 contracts

Samples: Correspondent Servicing Agreement (Structured Asset Securities Corp), Correspondent Servicing Agreement (Structured Asset Securities Corp), Correspondent Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust)

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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, Xxxxxx Mae, Xxxxxxx Mac, third party purchasers or credit risk managers, as applicable. In that connection, the Servicer shall provide to Xxxxxx Mae, Xxxxxxx 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 NotcieNotice, the Servicer shall promptly countersign and return the Transfer Notice to the Master Servicer. Upon the Effective Date of such a transfer, (A) the Servicer and Owner agree that the provisions of this Agreement shall remain in effect, and (B) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Mac, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Reconstitution as the "Owner" of such Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such transferred Mortgage Loans. In connection with any Reconstitution and at the request of the Owner or the Master Servicer, on not less than five (5) days notice, the Servicer shall execute and deliver a certificate, in form and substance acceptable to the Owner, acknowledging and certifying to the Owner and the Master Servicer that: (i) the Servicer has received the Transfer Notice, and attaching the related schedule of Mortgage Loans included in such Reconstitution (which schedule shall include such Mortgage Loan data as may reasonably be requested by the Owner or the Master Servicer), (ii) this Agreement is in full force and effect in accordance with its terms, (iii) no Event of Default has occurred under this Agreement, nor does there exist any state of facts that, with the giving of notice or passage of time, or both, would constitute an Event of Default under this Agreement, (iv) each of the representations and warranties of the Servicer contained in Section 3.01 are true and correct as of the related Effective Date as if made on such date and (v) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Xxxx, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Agency Transfer, Whole Loan Transfer or Pass-Through Transfer as the "Owner" of the related Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such Mortgage Loans With respect to each MERS Mortgage Loan, the Servicer shall take such actions as are necessary to cause Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party, as the case may be, to be clearly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

Appears in 6 contracts

Samples: Correspondent Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust), Correspondent Servicing Agreement (Structured Adjustable Rate Mortgage Loan Rate), Correspondent Servicing Agreement (Structured Asset Sec Corp Mort Passthr Certs Ser 2003 40a)

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, Xxxxxx MaeXxx, Xxxxxxx Mac, third party purchasers or credit risk managers, as applicable. In that connection, the Servicer shall provide to Xxxxxx Mae, Xxxxxxx 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 Master Servicer. Upon the Effective Date of such a transfer, (A) the Servicer and Owner agree that the provisions of this Agreement shall remain in effect, and (B) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Mac, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Reconstitution as the "Owner" of such Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such transferred Mortgage Loans. In connection with any Reconstitution and at the request of the Owner or the Master Servicer, on not less than five (5) days notice, the Servicer shall execute and deliver a certificate, in form and substance acceptable to the Owner, acknowledging and certifying to the Owner and the Master Servicer that: (i) the Servicer has received the Transfer Notice, and attaching the related schedule of Mortgage Loans included in such Reconstitution (which schedule shall include such Mortgage Loan data as may reasonably be requested by the Owner or the Master Servicer), (ii) this Agreement is in full force and effect in accordance with its terms, (iii) no Event of Default has occurred under this Agreement, nor does there exist any state of facts that, with the giving of notice or passage of time, or both, would constitute an Event of Default under this Agreement, (iv) each of the representations and warranties of the Servicer contained in Section 3.01 are true and correct as of the related Effective Date as if made on such date and (v) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Xxxx, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Agency Transfer, Whole Loan Transfer or Pass-Through Transfer as the "Owner" of the related Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such Mortgage Loans With respect to each MERS Mortgage Loan, the Servicer shall take such actions as are necessary to cause Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party, as the case may be, to be clearly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

Appears in 5 contracts

Samples: Correspondent Servicing Agreement (Structured Asset Securities Corp Mortgage Pass-Through Certificates, Series 2004-22), Correspondent Servicing Agreement (Structured Asset Sec Corp Mort Pass THR Cert Ser 2003 26a), Correspondent Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust)

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, Xxxxxx Mae, Xxxxxxx Mac, third party purchasers or credit risk managers, as applicable. In that connection, the Servicer shall provide to Xxxxxx Mae, Xxxxxxx 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 Master Servicer. Upon the Effective Date of such a transfer, (A) the Servicer and Owner agree that the provisions of this Agreement shall remain in effect, and (B) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Mac, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Reconstitution as the "Owner" of such Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such transferred Mortgage Loans. In connection with any Reconstitution and at the request of the Owner or the Master Servicer, on not less than five (5) days notice, the Servicer shall execute and deliver a certificate, in form and substance acceptable to the Owner, acknowledging and certifying to the Owner and the Master Servicer that: (i) the Servicer has received the Transfer Notice, and attaching the related schedule of Mortgage Loans included in such Reconstitution (which schedule shall include such Mortgage Loan data as may reasonably be requested by the Owner or the Master Servicer), (ii) this Agreement is in full force and effect in accordance with its terms, (iii) no Event of Default has occurred under this Agreement, nor does there exist any state of facts that, with the giving of notice or passage of time, or both, would constitute an Event of Default under this Agreement, (iv) each of the representations and warranties of the Servicer contained in Section 3.01 are true and correct as of the related Effective Date as if made on such date and (v) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Xxxx, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Agency Transfer, Whole Loan Transfer or Pass-Through Transfer as the "Owner" of the related Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such Mortgage Loans Loans. With respect to each MERS Mortgage Loan, the Servicer shall take such actions as are necessary to cause Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party, as the case may be, to be clearly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

Appears in 2 contracts

Samples: Correspondent Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through Certificates, Series 2004-17), Correspondent Servicing Agreement (Sturctured Asset Securities Corp Mort Pass Thru Ser 2004-1)

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, Xxxxxx Mae, Xxxxxxx Mac, third party purchasers or credit risk managers, as applicable. In that connection, the Servicer shall provide to Xxxxxx Mae, Xxxxxxx 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 Master Servicer. Upon the Effective Date of such a transfer, (A) the Servicer and Owner agree that the provisions of this Agreement shall remain in effect, and (B) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Mac, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Reconstitution as the "Owner" of such Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such transferred Mortgage Loans. In connection with any Reconstitution and at the request of the Owner or the Master Servicer, on not less than five (5) days notice, the Servicer shall execute and deliver a certificate, in form and substance acceptable to the Owner, acknowledging and certifying to the Owner and the Master Servicer that: (i) the Servicer has received the Transfer Notice, and attaching the related schedule of Mortgage Loans included in such Reconstitution (which schedule shall include such Mortgage Loan data as may reasonably be requested by the Owner or the Master Servicer), (ii) this Agreement is in full force and effect in accordance with its terms, (iii) no Event of Default has occurred under this Agreement, nor does there exist any state of facts that, with the giving of notice or passage of time, or both, would constitute an Event of Default under this Agreement, (iv) each of the representations and warranties of the Servicer contained in Section 3.01 are true and correct as of the related Effective Date as if made on such date and (v) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Xxxx, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Agency Transfer, Whole Loan Transfer or Pass-Through Transfer as the "Owner" of the related Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such Mortgage Loans Loans. With respect to each MERS Mortgage Loan, the Servicer shall take such actions as are necessary to cause Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party, as the case may be, to be clearly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

Appears in 2 contracts

Samples: Correspondent Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2005-18), Correspondent Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2005-22)

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, Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, third party purchasers or credit risk managers, as applicablexx xxxlicablx. In that Xx xhat connection, the Servicer shall provide to Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the trustee, master servicer or a third party purchaserpuxxxxxxr, as the case xxx xxxe 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 NotcieNotice, the Servicer shall promptly countersign and return the Transfer Notice to the Master Servicer. Upon the Effective Date of such a transfer, (A) the Servicer and Owner agree that the provisions of this Agreement shall remain in effect, and (B) the Servicer agrees to recognize Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the trustee, trust or third party purchaser of the transferred Mortgage txx xxxnsferrxx Xxxxgage Loans in such Reconstitution as the "Owner" of such Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such transferred Mortgage Loans. In connection with any Reconstitution and at the request of the Owner or the Master Servicer, on not less than five (5) days notice, the Servicer shall execute and deliver a certificate, in form and substance acceptable to the Owner, acknowledging and certifying to the Owner and the Master Servicer that: (i) the Servicer has received the Transfer Notice, and attaching the related schedule of Mortgage Loans included in such Reconstitution (which schedule shall include such Mortgage Loan data as may reasonably be requested by the Owner or the Master Servicer), (ii) this Agreement is in full force and effect in accordance with its terms, (iii) no Event of Default has occurred under this Agreement, nor does there exist any state of facts that, with the giving of notice or passage of time, or both, would constitute an Event of Default under this Agreement, (iv) each of the representations and warranties of the Servicer contained in Section 3.01 are true and correct as of the related Effective Date as if made on such date and (v) the Servicer agrees to recognize Xxxxxx Fannie Mae, Xxxxxxx XxxxFreddie Mace, the trustee, trust or third party purchaser of the transferred Mortgage xxx xxansferxxx Xxxxxxxx Loans in such Agency Transfer, Whole Loan Transfer or Pass-Through Transfer as the "Owner" of the related Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such Mortgage Loans Loans. With respect to each MERS Mortgage Loan, the Servicer shall take such actions as are necessary to cause Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the trustee or such third party, as the case may bexx, to xo be clearly cxxxxxx identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

Appears in 1 contract

Samples: Correspondent Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through Certificates, Series 2004-14)

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, Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, third party purchasers or credit risk managersmanagxxx, as applicableapxxxxxxxe. In that connection, the Servicer shall provide to Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the trustee, master servicer or a third party purchaserthirx xxxxy purcxxxxx, 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 Master Servicer. Upon the Effective Date of such a transfer, (A) the Servicer and Owner agree that the provisions of this Agreement shall remain in effect, and (B) the Servicer agrees to recognize Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the trustee, trust or third party purchaser of purchaxxx xx the transferred trxxxxxxxed Mortgage Loans in such Reconstitution as the "Owner" of such Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such transferred Mortgage Loans. In connection with any Reconstitution and at the request of the Owner or the Master Servicer, on not less than five (5) days notice, the Servicer shall execute and deliver a certificate, in form and substance acceptable to the Owner, acknowledging and certifying to the Owner and the Master Servicer that: (i) the Servicer has received the Transfer Notice, and attaching the related schedule of Mortgage Loans included in such Reconstitution (which schedule shall include such Mortgage Loan data as may reasonably be requested by the Owner or the Master Servicer), (ii) this Agreement is in full force and effect in accordance with its terms, (iii) no Event of Default has occurred under this Agreement, nor does there exist any state of facts that, with the giving of notice or passage of time, or both, would constitute an Event of Default under this Agreement, (iv) each of the representations and warranties of the Servicer contained in Section 3.01 are true and correct as of the related Effective Date as if made on such date and (v) the Servicer agrees to recognize Xxxxxx Fannie Mae, Xxxxxxx XxxxFreddie Mace, the trustee, trust or third party purchaser purcxxxxx of the transferred xxxxxxxxxxx Mortgage Loans in such Agency Transfer, Whole Loan Transfer or Pass-Through Transfer as the "Owner" of the related Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such Mortgage Loans With respect to each MERS Mortgage Loan, the Servicer shall take such actions as are necessary to cause Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the trustee or such third party, as the case may cxxx xxy be, to be clearly tx xx xxearly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

Appears in 1 contract

Samples: Correspondent Servicing Agreement (Lehman Sarm 2005-11)

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/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, Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, third party purchasers or credit risk managersmanagxxx, as applicablexs xxplxxxxxx. In that connection, the Servicer shall provide to Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the trustee, master servicer or a third party purchaserparxx xxxchaser, as the xx xxe 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 Master Servicer. Upon the Effective Date of such a transfer, (A) the Servicer and Owner agree that the provisions of this Agreement shall remain in effect, and (B) the Servicer agrees to recognize Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the trustee, trust or third party purchaser of the transferred xx xxe tranxxxxxxx Mortgage Loans in such Reconstitution as the "Owner" of such Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such transferred Mortgage Loans. In connection with any Reconstitution and at the request of the Owner or the Master Servicer, on not less than five (5) days notice, the Servicer shall execute and deliver a certificate, in form and substance acceptable to the Owner, acknowledging and certifying to the Owner and the Master Servicer that: (i) the Servicer has received the Transfer Notice, and attaching the related schedule of Mortgage Loans included in such Reconstitution (which schedule shall include such Mortgage Loan data as may reasonably be requested by the Owner or the Master Servicer), (ii) this Agreement is in full force and effect in accordance with its terms, (iii) no Event of Default has occurred under this Agreement, nor does there exist any state of facts that, with the giving of notice or passage of time, or both, would constitute an Event of Default under this Agreement, (iv) each of the representations and warranties of the Servicer contained in Section 3.01 are true and correct as of the related Effective Date as if made on such date and (v) the Servicer agrees to recognize Xxxxxx Fannie Mae, Xxxxxxx XxxxFreddie Mace, the trustee, trust or third party purchaser of the transferred Mortgage purchasex xx xhe traxxxxxxxx Xxxtgage Loans in such Agency Transfer, Whole Loan Transfer or Pass-Through Transfer as the "Owner" of the related Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such Mortgage Loans With respect to each MERS Mortgage Loan, the Servicer shall take such actions as are necessary to cause Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the trustee or such third party, as the case may casx xxx be, to be clearly xx xxxarly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

Appears in 1 contract

Samples: Correspondent Servicing Agreement (Structured Asset Sec Corp Mort Pass THR Certs Ser 2003-34a)

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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, Xxxxxx MaeFxxxxx Mxx, Xxxxxxx Fxxxxxx Mac, third party purchasers or credit risk managers, as applicable. In that connection, the Servicer shall provide to Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx 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 Master Servicer. Upon the Effective Date of such a transfer, (A) the Servicer and Owner agree that the provisions of this Agreement shall remain in effect, and (B) the Servicer agrees to recognize Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Reconstitution as the "Owner" of such Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such transferred Mortgage Loans. In connection with any Reconstitution and at the request of the Owner or the Master Servicer, on not less than five (5) days notice, the Servicer shall execute and deliver a certificate, in form and substance acceptable to the Owner, acknowledging and certifying to the Owner and the Master Servicer that: (i) the Servicer has received the Transfer Notice, and attaching the related schedule of Mortgage Loans included in such Reconstitution (which schedule shall include such Mortgage Loan data as may reasonably be requested by the Owner or the Master Servicer), (ii) this Agreement is in full force and effect in accordance with its terms, (iii) no Event of Default has occurred under this Agreement, nor does there exist any state of facts that, with the giving of notice or passage of time, or both, would constitute an Event of Default under this Agreement, (iv) each of the representations and warranties of the Servicer contained in Section 3.01 are true and correct as of the related Effective Date as if made on such date and (v) the Servicer agrees to recognize Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Xxxx, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Agency Transfer, Whole Loan Transfer or Pass-Through Transfer as the "Owner" of the related Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such Mortgage Loans With respect to each MERS Mortgage Loan, the Servicer shall take such actions as are necessary to cause Xxxxxx Fxxxxx Mae, Xxxxxxx Fxxxxxx Mac, the trustee or such third party, as the case may be, to be clearly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

Appears in 1 contract

Samples: Correspondent Servicing Agreement (Structured Asset Securities Corp)

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, Xxxxxx Mae, Xxxxxxx Mac, third party purchasers or credit risk managers, as applicable. In that connection, the Servicer shall provide to Xxxxxx Mae, Xxxxxxx 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 NotcieNotice, the Servicer shall promptly countersign and return the Transfer Notice to the Master Servicer. Upon the Effective Date of such a transfer, (A) the Servicer and Owner agree that the provisions of this Agreement shall remain in effect, and (B) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Mac, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Reconstitution as the "Owner" of such Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such transferred Mortgage Loans. In connection with any Reconstitution and at the request of the Owner or the Master Servicer, on not less than five (5) days notice, the Servicer shall execute and deliver a certificate, in form and substance acceptable to the Owner, acknowledging and certifying to the Owner and the Master Servicer that: (i) the Servicer has received the Transfer Notice, and attaching the related schedule of Mortgage Loans included in such Reconstitution (which schedule shall include such Mortgage Loan data as may reasonably be requested by the Owner or the Master Servicer), (ii) this Agreement is in full force and effect in accordance with its terms, (iii) no Event of Default has occurred under this Agreement, nor does there exist any state of facts that, with the giving of notice or passage of time, or both, would constitute an Event of Default under this Agreement, (iv) each of the representations and warranties of the Servicer contained in Section 3.01 are true and correct as of the related Effective Date as if made on such date and (v) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Xxxx, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Agency Transfer, Whole Loan Transfer or Pass-Through Transfer as the "Owner" of the related Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such Mortgage Loans Loans. With respect to each MERS Mortgage Loan, the Servicer shall take such actions as are necessary to cause Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party, as the case may be, to be clearly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

Appears in 1 contract

Samples: Correspondent Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust)

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, Xxxxxx MaeXxx, Xxxxxxx Mac, third party purchasers or credit risk managers, as applicable. In that connection, the Servicer shall provide to Xxxxxx Mae, Xxxxxxx 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 Master Servicer. Upon the Effective Date of such a transfer, (A) the Servicer and Owner agree that the provisions of this Agreement shall remain in effect, and (B) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Mac, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Reconstitution as the "Owner" of such Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such transferred Mortgage Loans. In connection with any Reconstitution and at the request of the Owner or the Master Servicer, on not less than five (5) days notice, the Servicer shall execute and deliver a certificate, in form and substance acceptable to the Owner, acknowledging and certifying to the Owner and the Master Servicer that: (i) the Servicer has received the Transfer Notice, and attaching the related schedule of Mortgage Loans included in such Reconstitution (which schedule shall include such Mortgage Loan data as may reasonably be requested by the Owner or the Master Servicer), (ii) this Agreement is in full force and effect in accordance with its terms, (iii) no Event of Default has occurred under this Agreement, nor does there exist any state of facts that, with the giving of notice or passage of time, or both, would constitute an Event of Default under this Agreement, (iv) each of the representations and warranties of the Servicer contained in Section 3.01 are true and correct as of the related Effective Date as if made on such date and (v) the Servicer agrees to recognize Xxxxxx Mae, Xxxxxxx Xxxx, the trustee, trust or third party purchaser of the transferred Mortgage Loans in such Agency Transfer, Whole Loan Transfer or Pass-Through Transfer as the "Owner" of the related Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such Mortgage Loans Loans. With respect to each MERS Mortgage Loan, the Servicer shall take such actions as are necessary to cause Xxxxxx Mae, Xxxxxxx Mac, the trustee or such third party, as the case may be, to be clearly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

Appears in 1 contract

Samples: Correspondent Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust)

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, Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, third party purchasers or credit risk managersmanagexx, as applicablexx xxxlixxxxx. In that connection, the Servicer shall provide to Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the trustee, master servicer or a third party purchaserpartx xxxxhaser, as the xx xxx 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 Master Servicer. Upon the Effective Date of such a transfer, (A) the Servicer and Owner agree that the provisions of this Agreement shall remain in effect, and (B) the Servicer agrees to recognize Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the trustee, trust or third party purchaser of the transferred xx xxx transxxxxxx Mortgage Loans in such Reconstitution as the "Owner" of such Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such transferred Mortgage Loans. In connection with any Reconstitution and at the request of the Owner or the Master Servicer, on not less than five (5) days notice, the Servicer shall execute and deliver a certificate, in form and substance acceptable to the Owner, acknowledging and certifying to the Owner and the Master Servicer that: (i) the Servicer has received the Transfer Notice, and attaching the related schedule of Mortgage Loans included in such Reconstitution (which schedule shall include such Mortgage Loan data as may reasonably be requested by the Owner or the Master Servicer), (ii) this Agreement is in full force and effect in accordance with its terms, (iii) no Event of Default has occurred under this Agreement, nor does there exist any state of facts that, with the giving of notice or passage of time, or both, would constitute an Event of Default under this Agreement, (iv) each of the representations and warranties of the Servicer contained in Section 3.01 are true and correct as of the related Effective Date as if made on such date and (v) the Servicer agrees to recognize Xxxxxx Fannie Mae, Xxxxxxx XxxxFreddie Mace, the trustee, trust or third party purchaser of the transferred Mortgage xx xxe tranxxxxxxx Xxxxgage Loans in such Agency Transfer, Whole Loan Transfer or Pass-Through Transfer as the "Owner" of the related Mortgage Loans, having the same rights under this Agreement as the initial Owner with respect to such Mortgage Loans With respect to each MERS Mortgage Loan, the Servicer shall take such actions as are necessary to cause Xxxxxx Fannie Mae, Xxxxxxx Freddie Mac, the trustee or such third party, as the case may bexxx xe, to be clearly xx xxxxrly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

Appears in 1 contract

Samples: Correspondent Servicing Agreement (Structured Asset Securities Corp Mor Pas THR Cer Ser 2003-6a)

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