Common use of Subsequent Transfers Clause in Contracts

Subsequent Transfers. Each of the Transferor, the Retention Holder and the Issuer agrees and acknowledges that (i) the Retention Holder may, subject to the terms and conditions set forth herein, acquire Additional Collateral Obligations and related Assets with respect thereto (the “Additional Conveyed Collateral”) from the Transferor, and the Issuer may, as permitted under the Indenture and subject to the terms and conditions set forth herein, acquire the Additional Conveyed Collateral from the Retention Holder, and (ii) the Issuer may acquire from the Retention Holder and the Retention Holder may acquire from the Transferor, as permitted under the Indenture and subject to the terms and conditions set forth herein, Substitute Collateral Obligations and any related Assets as set forth in Section 2.5 and the Indenture with respect thereto (the “Substitute Conveyed Collateral” and, together with the Additional Conveyed Collateral, the “Subsequent Conveyed Collateral”), in each case pursuant to a Subsequent Transfer Agreement, substantially in the form of Exhibit A hereto, duly executed by each of the Transferor, the Retention Holder and the Issuer (each such agreement, a “Subsequent Transfer Agreement”). The parties hereto agree that each such Subsequent Transfer Agreement will be deemed to become part of this Agreement as of the date of its execution (each such date, a “Cut-Off Date”) without further amendment hereof, provided that any sale of Subsequent Conveyed Collateral shall be effective as of the Settlement Date specified in such Subsequent Transfer Agreement. The purchase price paid by the Retention Holder for any Subsequent Conveyed Collateral shall be an amount equal to the Retention Holder Purchase Price with respect thereto, and the purchase price paid by the Issuer for any Subsequent Conveyed Collateral shall be an amount equal to the Issuer Purchase Price with respect thereto.

Subsequent Transfers. Each of the Transferor, the Retention Holder and the Issuer agrees and acknowledges that (i) From and after the Retention Holder maydate hereof, subject the Buyer shall use its reasonable best efforts to enable its servicing system to service the terms and conditions Subsequent Transfer Mortgage Loans under the Servicing Agreements set forth herein, acquire Additional Collateral Obligations and related Assets with respect thereto on Section 2.3(b)(i) of the Disclosure Schedules (the “Additional Conveyed CollateralHELOC Loans”) from the Transferor, and the Issuer may, as permitted under the Indenture and subject to the terms and conditions set forth herein, acquire the Additional Conveyed Collateral from the Retention Holder, and (ii) the Issuer may acquire from the Retention Holder and the Retention Holder may acquire from the Transferor, as permitted under the Indenture and subject to the terms and conditions set forth herein, Substitute Collateral Obligations and any related Assets as set forth in Section 2.5 and the Indenture with respect thereto (the “Substitute Conveyed Collateral” and, together with date upon which the Additional Conveyed CollateralBuyer accomplishes the foregoing, the “HELOC Loans Setup Date”). Within three (3) Business Days of (A) the receipt of the applicable Servicing Agreement Consents with respect to any Subsequent Conveyed CollateralTransfer Purchased Assets or (B) the HELOC Loans Setup Date (as applicable, the “Applicable Subsequent Transfer Conditions”), in each case pursuant to a as applicable, the Buyer and Seller shall consummate the transfer of the applicable Subsequent Transfer Agreement, substantially in Purchased Assets for which the form of Exhibit A hereto, duly executed by each of the Transferor, the Retention Holder and the Issuer (each such agreement, a “Applicable Subsequent Transfer Agreement”). The parties hereto agree that each such Subsequent Transfer Agreement will be deemed to become part of this Agreement as of the date of its execution Conditions have been satisfied (each such date, a “CutSubsequent Transfer Date”); provided, however, that the Buyer shall cause the HELOC Loans Setup Date to occur no later than June 1, 2012. To the extent that a Subsequent Transfer Date has not occurred by July 2, 2012 (the “Subsequent Transfer Clean-Off Up Date”) without further amendment hereof, provided that with respect to any sale of Subsequent Conveyed Collateral shall be effective Transfer Purchased Assets (such Subsequent Transferred Purchased Assets which have not been transferred as of the Settlement Date specified in such Subsequent Transfer AgreementClean-Up Date because the required consents have not been obtained, the “Remaining Subsequent Transfer Assets”), regardless of whether the Applicable Subsequent Transfer Conditions have been satisfied with respect to such Remaining Subsequent Transfer Assets, Seller will convey, assign, transfer and deliver to Buyer, and Buyer will acquire and accept from Seller all of Seller’s right, title and interest in and to the Remaining Subsequent Transfer Assets. The purchase price paid by Upon the Retention Holder for occurrence of the Subsequent Transfer Clean-Up Date with respect to any Remaining Subsequent Conveyed Collateral Transfer Assets, Buyer and Seller shall execute a Bxxx of Sale and Assignment and Assumption Agreement or such other documentation as shall be an amount equal reasonably required to effect the Retention Holder Purchase Price with respect thereto, and the purchase price paid by the Issuer for any applicable transfer from Seller to Buyer of such Remaining Subsequent Conveyed Collateral shall be an amount equal to the Issuer Purchase Price with respect theretoTransfer Assets.

Subsequent Transfers. Each of the Transferor, the U.S. Retention Holder and the Issuer agrees and acknowledges that (i) the U.S. Retention Holder may, subject to the terms and conditions set forth herein, acquire Additional Collateral Obligations and related Assets with respect thereto (the “Additional Conveyed Collateral”) from the Transferor, Transferor and the Issuer may, as permitted under the Indenture and subject to the terms and conditions set forth herein, acquire the Additional Conveyed Collateral from the U.S. Retention Holder, and (ii) the Issuer may acquire from the U.S. Retention Holder and Holder, the U.S. Retention Holder may acquire from the Transferor, as permitted under the Indenture and subject to the terms and conditions set forth herein, Substitute Collateral Obligations and any related Assets as set forth in Section 2.5 and the Indenture with respect thereto (the “Substitute Conveyed Collateral” and, together with the Additional Conveyed Collateral, the “Subsequent Conveyed Collateral”), in each case pursuant to a Subsequent Transfer Agreement, substantially in the form of Exhibit A hereto, duly executed by each of the Transferor, the U.S. Retention Holder and the Issuer (each such agreement, a “Subsequent Transfer Agreement”). The parties hereto agree that each such Subsequent Transfer Agreement will be deemed to become part of this Agreement as of the date of its execution (each such date, a “Cut-Off Date”) without further amendment hereof, provided that any sale of Subsequent Conveyed Collateral shall be effective as of the Settlement Date specified in such Subsequent Transfer Agreement. The purchase price paid by the U.S. Retention Holder for any Subsequent Conveyed Collateral shall be an amount equal to the U.S. Retention Holder Purchase Price with respect thereto, thereto and the purchase price paid by the Issuer for any Subsequent Conveyed Collateral shall be an amount equal to the Issuer Purchase Price with respect thereto.