Common use of Assignment and Assumption Documents Clause in Contracts

Assignment and Assumption Documents. (a) On the Closing Date, (i) the Selling Companies and Buyer shall deliver and Parent shall cause the Selling Companies to deliver a bill of sale and instrument of axxxxption of liabilities substantially in the form attached hereto as Exhibit F, (ii) the Selling Companies shall deliver and Parent shall cause the Selling Companies to deliver to Buyer such other instruments of sale, assignment, transfer and conveyance (including, if necessary, duly executed powers of attorney to transfer all of the shares of stock of the Acquired Subsidiary), and do such other acts as are reasonably necessary to effectuate the sale, transfer, assignment and delivery to Buyer of the right, title and interest of the Selling Companies in and to the Purchased Assets to be sold, transferred, assigned and delivered to Buyer on such date pursuant to Section 2.01(a) free and clear of any Liens other than Permitted Liens except that clause (a) of such definition shall not apply immediately prior to the Effective Time and (iii) Buyer shall deliver to the Selling Companies such other instruments of assumption, and do or cause to be done by third parties such other acts as are reasonably necessary to effectuate the assumption by Buyer of the Assumed Liabilities to be assumed by Buyer on such date pursuant to Section 2.01(b). (b) Without limiting the foregoing, on or before the Closing Date, Sellers shall, at their expense, promptly take each such action as may be necessary to transfer all of the Selling Companies' right, title and interest in and to the Acquired Warehouse Loans, including (i) endorsing or causing to be endorsed the related Mortgage Notes to Buyer without recourse, (ii) preparing or causing to be prepared Assignments of Mortgage Instruments, assigning the related Mortgages from the Selling Companies to Buyer and preparing or causing to be prepared all prior intervening Assignments of Mortgage Instruments as reasonably required by Buyer and (iii) assigning nominal title to the other related Mortgage Loan Documents to Buyer. To the extent required by applicable Regulations with respect to Mortgage Loans, Sellers will, at their expense, record or cause the recordation of the Assignments of Mortgage Instruments from the Selling Companies to Buyer. In addition, Sellers will, at their expense, prepare and record, or cause the preparation and recordation of, Assignments of Mortgage Instruments from Buyer to the applicable Investor to the extent required by applicable Regulations. Sellers shall provide to Buyer such recorded Assignments of Mortgage Instruments as soon as practicable.

Assignment and Assumption Documents. (a) On the Closing Date, (i) the Selling Companies and Buyer Seller shall deliver and Parent shall cause the Selling Companies to deliver a bill of sale and instrument of axxxxption of liabilities substantially in the form attached hereto as Exhibit F, (ii) the Selling Companies shall deliver and Parent shall cause the Selling Companies to deliver to Buyer Purchaser such other instruments of sale, assignment, transfer and conveyance (includingconveyance, if necessary, duly executed powers of attorney including without limitation the Intellectual Property Assignment required pursuant to transfer all of the shares of stock of the Acquired Subsidiary)Section 7.5 hereof, and do such other acts as are reasonably necessary to effectuate the sale, transfer, assignment and delivery to Buyer Purchaser of the right, title and interest of the Selling Companies Seller in and to the Purchased Assets to be sold, transferred, assigned and delivered to Buyer Purchaser on such date pursuant to Section 2.01(a) free and clear of any Liens other than Permitted Liens except that clause (a) of such definition shall not apply immediately prior to the Effective Time 2.1 and (iiiii) Buyer Purchaser shall deliver to the Selling Companies Seller such other instruments of assumption, and do or cause to be done by third parties such other acts as are reasonably necessary to effectuate the assumption by Buyer Purchaser of the Assumed Liabilities without any increase in cost or expense by Purchaser or the imposition of any additional burdensome terms or conditions. Within the time period required by the applicable Investor with respect to be assumed each applicable Transfer Date, (or, if Seller shall not have retained a third party service provider to prepare Assignments of Mortgage Instruments, on or prior to each applicable Transfer Date), Seller shall deliver to Purchaser such instruments of sale, assignment, transfer and conveyance as are required by Buyer the applicable Investor, and deliver such other instruments and do such other acts reasonably necessary to effectuate the sale, transfer, assignment and delivery to Purchaser of the actual legal title of Seller in and to the related portion(s) of the Servicing Portfolio on such date Transfer Date pursuant to Section 2.01(b). 2.1. (b) bi Without limiting the foregoing, within the time period provided by the applicable Investor with respect to each applicable Transfer Date (or, if Seller shall not have retained a third party service provider to prepare Assignments of Mortgage Instruments, on or before the Closing prior to each applicable Transfer Date), Sellers Seller shall, at their its expense, promptly take each such action as may be necessary to transfer all of the Selling Companies' its right, title and interest in and to the Acquired Warehouse LoansMortgage Loans including the Servicing but not the ownership of the Mortgage Note and Mortgage of Mortgage Loans owned by Seller or its Affiliates as Investors to Purchaser, including (i) endorsing or causing to be endorsed the related Mortgage Notes to Buyer Purchaser without recourse, (ii) preparing or causing to be prepared Assignments of Mortgage Instruments, assigning the related Mortgages from the Selling Companies Seller to Buyer Purchaser and preparing or causing to be prepared all prior intervening Assignments of Mortgage Instruments as reasonably required by Buyer applicable Regulations with respect to Mortgage Loans and (iii) assigning nominal title to the other related Mortgage Loan Documents to BuyerPurchaser. To the extent required by applicable Regulations with respect to Mortgage Loans, Sellers Seller will, at their its expense, record or cause the recordation of the Assignments of Mortgage Instruments from the Selling Companies Seller to BuyerPurchaser. In addition, Sellers Seller will, at their Seller's expense, prepare and record, or cause the preparation and recordation of, Assignments of Mortgage Instruments from Buyer Purchaser to the applicable Investor to the extent required by applicable Regulations. Sellers Seller shall provide to Buyer Purchaser such recorded Assignments of Mortgage Instruments as soon as practicable.

Assignment and Assumption Documents. (a) On the Closing Date, (i) the Selling Companies and Buyer shall deliver and Parent shall cause the Selling Companies to deliver a bill xxxx of sale and instrument of axxxxption assumption of liabilities substantially in the form attached hereto as Exhibit F, (ii) the Selling Companies shall deliver and Parent shall cause the Selling Companies to deliver to Buyer such other instruments of sale, assignment, transfer and conveyance (including, if necessary, duly executed powers of attorney to transfer all of the shares of stock of the Acquired Subsidiary), and do such other acts as are reasonably necessary to effectuate the sale, transfer, assignment and delivery to Buyer of the right, title and interest of the Selling Companies in and to the Purchased Assets to be sold, transferred, assigned and delivered to Buyer on such date pursuant to Section 2.01(a) free and clear of any Liens other than Permitted Liens except that clause (a) of such definition shall not apply immediately prior to the Effective Time and (iii) Buyer shall deliver to the Selling Companies such other instruments of assumption, and do or cause to be done by third parties such other acts as are reasonably necessary to effectuate the assumption by Buyer of the Assumed Liabilities to be assumed by Buyer on such date pursuant to Section 2.01(b). (b) Without limiting the foregoing, on or before the Closing Date, Sellers shall, at their expense, promptly take each such action as may be necessary to transfer all of the Selling Companies' right, title and interest in and to the Acquired Warehouse Loans, including (i) endorsing or causing to be endorsed the related Mortgage Notes to Buyer without recourse, (ii) preparing or causing to be prepared Assignments of Mortgage Instruments, assigning the related Mortgages from the Selling Companies to Buyer and preparing or causing to be prepared all prior intervening Assignments of Mortgage Instruments as reasonably required by Buyer and (iii) assigning nominal title to the other related Mortgage Loan Documents to Buyer. To the extent required by applicable Regulations with respect to Mortgage Loans, Sellers will, at their expense, record or cause the recordation of the Assignments of Mortgage Instruments from the Selling Companies to Buyer. In addition, Sellers will, at their expense, prepare and record, or cause the preparation and recordation of, Assignments of Mortgage Instruments from Buyer to the applicable Investor to the extent required by applicable Regulations. Sellers shall provide to Buyer such recorded Assignments of Mortgage Instruments as soon as practicable.be