Conveyance of Mortgage Loans. ~~The Seller~~(a) Effective as of the Closing Date, ~~concurrently with~~ subject only to receipt of the ~~execution~~ purchase price referred to in Section 1 hereof and ~~delivery~~ satisfaction or waiver of the conditions to closing set forth in Section 7 hereof, the Seller does hereby ~~assign~~ sell, transfer, assign, set over and otherwise convey to the ~~Trustee~~Purchaser, without ~~recourse~~ recourse, all the right, title and interest of the Seller ~~in and to (a) the Trust Estate, including all interest~~ (other than the ~~portion, if any, representing the Fixed Retained Yield~~primary servicing rights) in and ~~principal received by the Seller on or with respect~~ to the Mortgage Loans ~~after~~ identified on the ~~Cut-Off Date~~ Mortgage Loan Schedule as of such date. The Mortgage Loan Schedule, as it may be amended, shall conform to the requirements set forth in this Agreement and the Pooling and Servicing Agreement. (~~and including~~ b) The Purchaser or its assignee shall be entitled to receive all scheduled payments of principal and interest due after the Cut-~~Off~~ off Date, and all other recoveries of principal and interest collected after the Cut-off Date ~~but received by~~ (other than in respect of principal and interest on the ~~Seller~~ Mortgage Loans due on or before the Cut-~~Off Date and Unscheduled Principal Receipts received or applied on the Cut-Off~~ off Date~~, but not including~~ ). All scheduled payments of principal and interest due on ~~the Mortgage Loans on~~ or before the Cut-~~Off~~ off Date for each Mortgage Loan, but collected after such date, shall belong to, and be promptly remitted to, the Seller. (c) On or before the Closing Date, the Seller shall, on behalf of the initial Purchaser, deliver to and deposit with (i) the Trustee or a Custodian appointed thereby, a Mortgage File for each Mortgage Loan in accordance with the terms of, and conforming to the requirements set forth in, the Pooling and Servicing Agreement, with copies of each Mortgage File to be delivered by the Trustee to, upon request, the Master Servicer (at the expense of the Trustee), within 10 Business Days of such request; and (ii) the Master Servicer (or, at the direction of the Master Servicer, to the appropriate Sub-Servicer), all unapplied Escrow Payments and Reserve Funds in the possession or under the control of the Seller that relate to the Mortgage Loans. (d) The Seller shall, through an Independent third party (the "Recording/Filing Agent") retained by it, as and in the manner provided in the Pooling and Servicing Agreement (and in any event within 45 days following the later of the Closing Date and the date on which all necessary recording or filing, as applicable, information is available to the Recording/Filing Agent), cause (i) each assignment of Mortgage, each assignment of Assignment of Leases and, solely with respect to nursing facilities and hospitality properties (identified on Schedule VI to the Pooling and Servicing Agreement), each assignment of Uniform Commercial Code financing statement, in favor of, and delivered as part of the related Mortgage File, to the Trustee, to be submitted for recordation or filing, as the case may be, in the appropriate public office for real property records or, solely with respect to nursing facilities and hospitality properties (identified on Schedule VI to the Pooling and Servicing Agreement), Uniform Commercial Code financing statements, as appropriate, and (ii) such assignments to be delivered to the Trustee following their return by the applicable public recording or filing office, as the case may be, with copies of any such returned assignments to be delivered by the Trustee to the Master Servicer, at the expense of the Seller, at least every 90 days after the Closing Date (or at additional times upon the request of the Master Servicer if reasonably necessary for the ongoing administration and/or servicing of the related Mortgage Loan by the Master Servicer); provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, a certified copy of the recorded original shall be forwarded to the Trustee. If any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Seller shall prepare a substitute therefor or cure such defect or cause such to be done, as the case may be, and the Seller shall deliver such substitute or corrected document or instrument to the Trustee (or, if the Mortgage Loan is then no longer subject to the Pooling and Servicing Agreement, to the then holder of such Mortgage Loan). The Seller shall bear the out-of-pocket costs and expenses of all such recording, filing and delivery contemplated in the preceding paragraph, including, without limitation, any out-of-pocket costs and expenses that may be incurred by the Trustee in connection with any such recording, filing or delivery performed by the Trustee at the Seller's request and the fees of the Recording/Filing Agent. (e) With respect to any Mortgage Loan, the following documents (other than any document that constitutes part of the Mortgage File for such Mortgage Loan): copies of any final appraisal, final survey, final engineering report, final environmental report, opinion letters of counsel to the related mortgagor delivered in connection with the closing of such Mortgage Loan, escrow agreements, organization documentation for the related mortgagor, organizational documentation for any related guarantor or indemnitor, if the related guarantor or indemnitor is an entity, insurance certificates, leases for tenants representing 25% or more of the annual income with respect to the related Mortgaged Property, final seismic report and property management agreements, but in each case, only if the subject document (a) was in fact obtained in connection with the origination of such Mortgage Loan, (b) relates to the ~~Insurance Policies~~administration or servicing of such Mortgage Loan, (c) is reasonably necessary for the ~~obligations~~ ongoing administration and/or servicing of such Mortgage Loan by the ~~Servicers~~ Master Servicer or Special Servicer in connection with its duties under the Pooling and Servicing ~~Agreements with respect to the Mortgage Loans~~Agreement, and (d) ~~proceeds~~ is in the possession or under the control of ~~all~~ the ~~foregoing~~Seller shall, within 45 days of the Closing Date, be delivered or caused to be delivered by the Seller to the Master Servicer (or, at the direction of the Master Servicer, to the applicable Sub-Servicer); provided that the Seller shall not be required to deliver any draft documents, privileged or other communications or correspondence, credit underwriting or due diligence analyses or information, credit committee briefs or memoranda or other internal approval documents or data or internal worksheets, memoranda, communications or evaluations. (f) After the Seller's transfer of the Mortgage Loans to the Purchaser, as provided herein, the Seller shall not take any action inconsistent with the Purchaser's ownership of the Mortgage Loans. ~~In connection with such assignment~~Except for actions that are the express responsibility of another party hereunder or under the Pooling and Servicing Agreement, and further except for actions that the Seller is expressly permitted to complete subsequent to the Closing Date, the Seller shall~~, with respect to each Mortgage Loan, deliver, or cause to be delivered, to the Trustee, as initial Custodian~~, on or before the Closing Date, ~~an Owner~~ take all actions required under applicable law to effectuate the transfer of the Mortgage Loans by the Seller to the Purchaser. (g) In connection with the obligations of the Master Servicer under Sections 3.01(g) and 3.19(c) of the Pooling and Servicing Agreement, with regard to each Mortgage Loan ~~File~~that is secured by the interests of the related Mortgagor in a hospitality property (identified on Schedule VI to the Pooling and Servicing Agreement) and each Mortgage Loan that has a related letter of credit, the Seller shall deliver to and deposit with the Master Servicer, on or before the Closing Date, any related franchise agreement, franchise comfort letter and the original of such letter of credit. ~~If any~~ Further, in the event, with respect to a Mortgage ~~or an~~ Loan with a related letter of credit, the Master Servicer determines that a draw under such letter of credit has become necessary under the terms thereof prior to the assignment of such letter of credit having been effected in accordance with Section 3.01(g) of the Pooling and Servicing Agreement, the Seller shall, upon the written direction of the Master Servicer, use its best efforts to make such draw or to cause such draw to be made on behalf of the Trustee. (h) Pursuant to the Pooling and Servicing Agreement, the Master Servicer shall review the documents with respect to each Mortgage Loan delivered by the Seller pursuant to or as contemplated by Section 2(e) and provide the Seller with a certificate (the "Master Servicer Certification") within 90 days of the Closing Date acknowledging its (or, if the Master Servicer has directed that such documents be delivered to only to the applicable Sub-Servicer, the applicable Sub-Servicer's) receipt of such documents actually received; provided that such review shall be limited to identifying the document received, the Mortgage Loan to which it purports to relate, that it appears regular on its face and that it appears to have been executed (where appropriate). Notwithstanding anything to the contrary set forth herein, to the extent the Seller has not been notified in writing of its failure to deliver any document with respect to a Mortgage Loan required to be delivered pursuant to or as contemplated by Section 2(e) hereof prior to the ~~Trustee or any prior assignment is in~~ first anniversary of the ~~process~~ date of ~~being recorded~~ the Master Servicer Certification, the Seller shall have no obligation to provide such document. (i) In addition, on the Closing Date, the Seller shall deliver ~~a copy thereof, certified by WFHM or the applicable WFHM Correspondent~~ to be a true and complete copy of the document sent for recording, and the Seller shall use its best efforts to cause each such original recorded document or certified copy thereof to be delivered to the Trustee promptly following its recordation, but in no event later than one (1) year following the Closing Date. If any Mortgage has been recorded in the name of Mortgage Electronic Registration System, Inc. ("MERS") or its designee, no assignment of Mortgage in favor of the Trustee will be required to be prepared or delivered and instead, the Master Servicer ~~shall take all actions as are necessary to cause the Trust Estate to be shown as the owner of the related Mortgage Loan on the records of MERS~~ for the purpose of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. The Seller shall also cause to be delivered to the Trustee any other original mortgage loan document to be included deposit in the ~~Owner Mortgage Loan File if a copy thereof has been delivered. The Seller shall pay from its own funds, without any right of reimbursement therefor,~~ Pool Custodial Account the amount of any costs, liabilities and expenses incurred by the Trust Estate by reason of the failure of the Seller to cause to be delivered to the Trustee within one (1) year following the Closing Date any original Mortgage or assignment of a Mortgage (except with respect to any Mortgage recorded in the name of MERS) not delivered to the Trustee on the Closing Date. In lieu of recording an assignment of any Mortgage the Seller may, to the extent set forth in the applicable Servicing Agreement, deliver or cause to be delivered to the Trustee the assignment of the Mortgage Loan from the Seller to the Trustee in a form suitable for recordation, if (i) with respect to a particular state the Trustee has received an Opinion of Counsel acceptable to it that such recording is not required to make the assignment effective against the parties Initial Deposits relating to the Mortgage or subsequent purchasers or encumbrancers of the Mortgaged Property or (ii) the Seller has been advised by each Rating Agency that non-recordation in a state will not result in a reduction of the rating assigned by that Rating Agency at the time of the initial issuance of the Certificates. In the event that the Master Servicer receives notice that recording is required to protect the right, title and interest of the Trustee in and to any such Mortgage Loan for which recordation of an assignment has not previously been required, the Master Servicer shall promptly notify the Trustee and the Trustee shall within five Business Days (or such other reasonable period of time mutually agreed upon by the Master Servicer and the Trustee) of its receipt of such notice deliver each previously unrecorded assignment to the related Servicer for recordationLoans.

Appears in 3 contracts

Samples: Mortgage Loan Purchase Agreement (LB-UBS Commercial Mortgage Trust 2004-C8), Mortgage Loan Purchase Agreement (LB-UBS Commercial Mortgage Trust 2004-C8), Mortgage Loan Purchase Agreement (LB-UBS Commercial Mortgage Trust 2004-C8)

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Norwest Asset Securities Corp Mor Pas THR Cert Sers 1999-18), Pooling and Servicing Agreement (Norwest Asset Securities Corp Mor Pas THR Cert Sers 1999-18), Pooling and Servicing Agreement (Norwest Asset Sec Corp Mort Pass THR Cert Ser 1999-14 Trust)

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Norwest Asset Sec Corp Mort Pass THR Cert Ser 1998-29 Trust), Pooling and Servicing Agreement (Norwest Asset Sec Corp Mort Pass THR Cert Ser 1999-15 Trust), Pooling and Servicing Agreement (Norwest Asset Securities Corp Mor Pas Th Cert Ser 1999-9)

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Mortgage Pass Through Cert Ser 1999-27), Pooling and Servicing Agreement (Mortgage Pass Through Cert Series 1999-26), Pooling and Servicing Agreement (Mortgage Pass Through Cert Series 1999-26)

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Norwest Asset Sec Corp Mort Pass THR Cert Ser 1998-11 Tr), Pooling and Servicing Agreement (Norwest Asset Securities Corp Mor Pas THR Cert Ser 1998-9 Tr), Pooling and Servicing Agreement (Norwest Asset Securities Corp Mor Pas THR Cert Ser 1998-7 Tr)

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Norwest Asset Sec Corp Mort Pass THR Cert Ser 1999-19 Trust), Pooling and Servicing Agreement (Norwest Asset Securities Corp Mor Pas THR Cer Ser 1999-20 Tr), Pooling and Servicing Agreement (Norwest Asset Securities Corp 1999-22 Trust)

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Sec Corp Mort Pass THR Cert Ser 2000-13), Pooling and Servicing Agreement (Wells Fargo Asset Securities Corp Mor Pas THR Cer Se 2001-02), Pooling and Servicing Agreement (Wells Fargo Asset Securities Corp Mort Bk Sec 2000-9 Trust)

Conveyance of Mortgage Loans. The Seller, concurrently with the execution and delivery ~~hereof~~of this Agreement, does hereby ~~assign~~ sell, transfer, assign, set over and otherwise convey to the ~~Trustee,~~ Purchaser without recourse all the right, title and interest of the Seller in and to ~~(a)~~ the ~~Trust Estate~~related Mortgage Loans and the related Mortgage Notes, including all interest ~~(other than the portion, if any, representing the Fixed Retained Yield)~~ and principal received ~~by the Seller~~ on or with respect to ~~the~~ such Mortgage Loans ~~after the Cut-Off Date~~ (~~and including scheduled~~ other than payments of principal and interest due ~~after the Cut-Off Date but received by the Seller on or before the Cut-Off Date~~ and ~~Unscheduled Principal Receipts received or applied on the Cut-Off Date, but not including payments of principal and interest due~~ payable on the Mortgage Loans on or before the Cut-Off Date)~~, (b) the Insurance Policies, (c) the obligations of the Servicers under the Servicing Agreements with respect to the Mortgage Loans, and (d) proceeds of all the foregoing~~. In connection with such transfer and assignment, the Seller ~~shall, with respect~~ does hereby deliver to the Purchaser or the Trustee as the Purchaser's designee the Mortgage File pertaining to each Mortgage ~~Loan~~Loan so transferred and assigned; provided however, ~~deliver~~that in any instances where the original recorded Mortgage or interim recorded assignments of Mortgage cannot be delivered by the Seller to the Trustee prior to or concurrently with the execution and delivery of this Agreement, due to a delay in connection with recording, the Seller may in lieu of delivering such original recorded Mortgage or interim assignment, deliver to the Purchaser or the Trustee a copy thereof, provided that the Seller certifies that the original Mortgage or interim assignment has been delivered to a title insurance company for recordation after receipt of its policy of title insurance or binder therefor or to the appropriate public recording office in the applicable jurisdiction. In all such instances, the Seller will deliver or cause to be ~~delivered, to~~ delivered the ~~Trustee, as initial Custodian, on or before the Closing Date, an Owner Mortgage Loan File. If any~~ original recorded Mortgage or an interim assignment of a Mortgage to the Trustee or any prior assignment is in the process of being recorded on the Closing Date, the Seller shall deliver a copy thereof, certified by WFHM or the applicable WFHM Correspondent to be a true and complete copy of the document sent for recording, and the Seller shall use its best efforts to cause each such original recorded document or certified copy thereof to be delivered to the Trustee promptly following its recordation, but in no event later than one (1) year following the Closing Date. If any Mortgage has been recorded in the name of Mortgage Electronic Registration System, Inc. ("MERS") or its designee, no assignment of Mortgage in favor of the Trustee will be required to be prepared or delivered and instead, the Master Servicer shall take all actions as are necessary to cause the Trust Estate to be shown as the owner of the related Mortgage Loan on the records of MERS for the purpose of the system of recording transfers of beneficial ownership of mortgages maintained by MERSupon receipt thereof. The Seller shall ~~also cause~~ exercise its best reasonable efforts to be delivered to the Trustee any other original mortgage loan document to be included in the Owner Mortgage Loan File if a copy thereof has been delivered. The Seller shall pay from its own funds, without any right of reimbursement therefor, the amount of any costs, liabilities and expenses incurred by the Trust Estate by reason of the failure of the Seller to cause to be delivered to the Trustee within one (1) year following the Closing Date any original Mortgage or assignment of a Mortgage (except with respect to any Mortgage recorded in the name of MERS) not delivered to the Trustee on the Closing Date. In lieu of recording an assignment of any Mortgage the Seller may, to the extent set forth in the applicable Servicing Agreement, deliver or cause to be delivered to the Trustee ~~the assignment~~ within 180 days of the execution and delivery of this Agreement the original title insurance policy with respect to each Mortgage Loan ~~from~~ assigned to the ~~Seller~~ Purchaser pursuant to this Section 2.01. In the case of Mortgage Loans which have been prepaid in full after the Cut-Off Date and prior to the date of execution and delivery of this Agreement, the Seller, in lieu of delivering the above documents to the Purchaser or the Trustee, shall make the deposit required by Section 3.11 of the Pooling Agreement and shall deliver to the Trustee in a ~~form suitable for recordation, if (i) with respect to~~ certification of a particular state the Trustee has received an Opinion of Counsel acceptable to it that such recording is not required to make the assignment effective against the parties to the Mortgage or subsequent purchasers or encumbrancers Servicing Officer of the ~~Mortgaged Property or (ii) the Seller has been advised by each Rating Agency that non-recordation~~ nature set forth in ~~a state will not result in a reduction~~ Section 3.11 of the rating assigned by that Rating Agency at the time of the initial issuance of the Certificates. In the event that the Master Servicer receives notice that recording is required to protect the right, title and interest of the Trustee in and to any such Mortgage Loan for which recordation of an assignment has not previously been required, the Master Servicer shall promptly notify the Trustee and the Trustee shall within five Business Days (or such other reasonable period of time mutually agreed upon by the Master Servicer and the Trustee) of its receipt of such notice deliver each previously unrecorded assignment to the related Servicer for recordationPooling Agreement.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Headlands Mortgage Securities Inc), Pooling and Servicing Agreement (Sequoia Mortgage Funding Corp)

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Securities Corp), Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2002-C Trust)

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Norwest Mortgage Pass Through Certificates Ser 1996-09 Trust), Pooling and Servicing Agreement (Norwest Asset Securties Corp Mort Pass THR Cert Ser 1996-08)

Conveyance of Mortgage Loans. ~~The Seller~~RWT, concurrently with the execution and delivery hereof, ~~does~~ hereby ~~assign~~ sells, transfers, assigns, sets over and otherwise conveys to ~~the Trustee~~Sequoia, without ~~recourse~~ recourse, all ~~the~~ of RWT's right, title and interest ~~of the Seller~~ in and to (a) the ~~Trust Estate~~Mortgage Loans, including the related Mortgage Documents and all interest and principal received or receivable by RWT on or with respect to the Mortgage Loans after the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Mortgage Loans on or before the Cut-off Date, and all other proceeds received in respect of such Mortgage Loans, (b) RWT's rights under this Agreement, the Servicing Agreement, the Mortgage Loan Purchase and Sale Agreement, each as amended to date and modified by the related Acknowledgements, (c) the pledge, control and guaranty agreements and the Limited Purpose Surety Bond relating to the Additional Collateral Mortgage Loans, (d) the Insurance Policies, (e) all cash, instruments or other ~~than~~ property held or required to be deposited in the ~~portion~~Certificate Account or the Distribution Account, (f) property that secured a Mortgage Loan that has become an REO Property and (g) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. On or prior to the Closing Date, RWT shall deliver to Sequoia or, at Sequoia's direction, to the Trustee, the Mortgage File for each Mortgage Loan in the manner set forth in Section 2.01 of the Trust Agreement. Such delivery of the Mortgage Files shall be made against payment by Sequoia of the purchase price for the Mortgage Loans and related assets, which shall be cash wired to RWT's account. The amount of the cash payment by Xxxxxxx shall be set forth in writing in a separate letter. Such conveyance of the Mortgage 1004 Pledge Agreements and Parent Power(R) Agreements hereunder shall include all rights, powers and options (but none of the obligations, if any) of RWT thereunder. Sequoia, ~~representing~~ concurrently with the ~~Fixed Retained Yield~~execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to MLMI, without recourse, all of Sequoia's right, title and interest in and to (a) the Mortgage Loans, including the related Mortgage Documents and all interest and principal received or receivable by ~~the Seller~~ Sequoia on or with respect to the Mortgage Loans after the Cut-Off Date (and ~~including scheduled~~ all interest and principal payments ~~of principal and interest due after~~ on the Mortgage Loans received prior to the Cut-~~Off~~ off Date ~~but received by the Seller on or before the Cut-Off Date~~ in respect of installments of interest and ~~Unscheduled Principal Receipts received or applied on the Cut-Off Date~~principal due thereafter, but not including payments of interest and principal due and ~~interest due~~ payable on the Mortgage Loans on or before the Cut-~~Off~~ off Date), and all other proceeds received in respect of such Mortgage Loans, (b) Sequoia's rights under this Agreement, the Servicing Agreement, the Mortgage Loan Purchase and Sale Agreement, each as amended to date and modified by the related Acknowledgements, (c) the pledge, control and guaranty agreements and the Limited Purpose Surety Bond relating to the Additional Collateral Mortgage Loans, (d) the Insurance Policies, (ce) all cash, instruments or other property held or required to be deposited in the ~~obligations~~ Certificate Account or the Distribution Account, (f) property that secured a Mortgage Loan that has become an REO Property and (g) all proceeds of the ~~Servicers under~~ conversion, voluntary or involuntary, of any of the ~~Servicing Agreements with respect~~ foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. On or prior to the ~~Mortgage Loans~~Closing Date, ~~and (d) proceeds of all the foregoing. In connection with such assignment, the Seller shall, with respect to each Mortgage Loan,~~ Sequoia shall deliver, or cause to be delivered, to the ~~Trustee, as initial Custodian, on or before~~ Trustee the ~~Closing Date, an Owner~~ Mortgage File for each Mortgage Loan ~~File. If any Mortgage or an assignment of a Mortgage to the Trustee or any prior assignment is~~ in the process of being recorded on the Closing Date, the Seller shall deliver a copy thereof, certified by WFHM or the applicable WFHM Correspondent to be a true and complete copy of the document sent for recording, and the Seller shall use its best efforts to cause each such original recorded document or certified copy thereof to be delivered to the Trustee promptly following its recordation, but in no event later than one (1) year following the Closing Date. If any Mortgage has been recorded in the name of Mortgage Electronic Registration System, Inc. ("MERS") or its designee, no assignment of Mortgage in favor of the Trustee will be required to be prepared or delivered and instead, the Master Servicer shall take all actions as are necessary to cause the Trust Estate to be shown as the owner of the related Mortgage Loan on the records of MERS for the purpose of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. The Seller shall also cause to be delivered to the Trustee any other original mortgage loan document to be included in the Owner Mortgage Loan File if a copy thereof has been delivered. The Seller shall pay from its own funds, without any right of reimbursement therefor, the amount of any costs, liabilities and expenses incurred by the Trust Estate by reason of the failure of the Seller to cause to be delivered to the Trustee within one (1) year following the Closing Date any original Mortgage or assignment of a Mortgage (except with respect to any Mortgage recorded in the name of MERS) not delivered to the Trustee on the Closing Date. In lieu of recording an assignment of any Mortgage the Seller may, to the extent manner set forth in Section 2.01 of the ~~applicable Servicing~~ Trust Agreement~~, deliver or cause to be delivered to the Trustee the assignment~~ . Such delivery of the Mortgage ~~Loan from~~ Files shall be made against delivery by MLMI of the ~~Seller to~~ purchase price for the ~~Trustee~~ Mortgage Loans and related assets. The amount of the purchase price by MLMI shall be set forth in writing in a form suitable for recordation, if (i) with respect to a particular state the Trustee has received an Opinion of Counsel acceptable to it that such recording is not required to make the assignment effective against the parties to the Mortgage or subsequent purchasers or encumbrancers of the Mortgaged Property or (ii) the Seller has been advised by each Rating Agency that non-recordation in a state will not result in a reduction of the rating assigned by that Rating Agency at the time of the initial issuance of the Certificates. In the event that the Master Servicer receives notice that recording is required to protect the right, title and interest of the Trustee in and to any such Mortgage Loan for which recordation of an assignment has not previously been required, the Master Servicer shall promptly notify the Trustee and the Trustee shall within five Business Days (or such other reasonable period of time mutually agreed upon by the Master Servicer and the Trustee) of its receipt of such notice deliver each previously unrecorded assignment to the related Servicer for recordationseparate letter.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Investors Inc), Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Investors Inc)

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Mortgage Pass-Through Certificates Series 2001-8), Pooling and Servicing Agreement (Wells Fargo Asset Sec Corp Mort Pass THR Cert Ser 2001-9)

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Norwest Asset Sec Corp Mort Pass THR Cert Ser 1999 1 Trust), Pooling and Servicing Agreement (Norwest Asset Sec Corp Mort Pass THR Cert Ser 1999 1 Trust)

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Norwest Asset Sec Corp Mort Pass THR Cert Ser 1997-18 Trust), Pooling and Servicing Agreement (Norwest Asset Securities Corp Mort Ps THR Cer Ser 1997-13 Tr)

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Norwest Integrated Structured Assets Inc Series 2000-1 Trust), Pooling and Servicing Agreement (Norwest Asset Securities Corp Mort Pass THR Cert Ser 2000 1)

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Sec Corp Mor Pass THR Cert Ser 2001-4), Pooling and Servicing Agreement (Wells Fargo Asset Securities Corp Mor Pas THR Cer Se 2001-03)

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Norwest Asset Securities Corp Mor Pas Th Cert Ser 1997-11 Tr), Pooling and Servicing Agreement (Norwest Ass Sec Corp Mort Pas THR Cert Ser 1997-03 Trust)

Conveyance of Mortgage Loans. The Seller, concurrently with the execution and delivery hereof, does hereby assign to the Trustee, without recourse all the right, title and interest of the Seller in and to (a) the Trust Estate, including all interest ~~(other than the portion, if any, representing the Fixed Retained Yield)~~ and principal received by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the Servicers under the Servicing Agreements with respect to the Mortgage Loans, (d) the right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan and (de) proceeds of all the foregoing. In connection with such assignment, the Seller shall, with respect to each Mortgage Loan, deliver, or cause to be delivered, to the ~~Trustee, as initial~~ Custodian, on or before the Closing ~~Date~~Date the following documents or instruments with respect to each Mortgage Loan. (i) The original Mortgage Note, endorsed in blank, with all prior and intervening endorsements as may be necessary to show a complete chain of endorsements. With respect to any Mortgage Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit with a copy of the Mortgage Note; (ii) The original recorded Mortgage with evidence of recordation noted thereon or attached thereto, together with any addenda or riders thereto, or a copy of such recorded Mortgage with such evidence of recordation certified to be true and correct by the appropriate governmental recording office; or a copy of such recorded Mortgage with such evidence of recordation, or if the original Mortgage has been submitted for recordation but has not been returned from the applicable public recording office, a copy of the Mortgage certified by an officer of WFHM or the applicable WFHM Correspondent to be a true and correct copy of the original Mortgage submitted for recordation; (iii) For each MERS Mortgage Loan that is not a MOM Mortgage Loan, the original assignment showing MERS as the assignee of the Mortgage, with evidence of recording thereon or copies thereof certified by an officer of WFHM or the applicable WFHM Correspondent to have been submitted for recordation; (iv) A recorded original assignment of the related Mortgage from WFHM assigning the related Mortgage to the Trustee (which may be assigned in blank), certified by the recording office, or, if such assignment is in the process of being recorded, a copy of the related Mortgage transmitted for recordation certified by an officer of WFHM or applicable WFHM Correspondent to be a true and correct copy of such assignment submitted for recordation; provided, however, if recordation is not required as described below, an ~~Owner~~ assignment in recordable form (which may be assigned in blank) with respect to the related Mortgage; (v) Each original recorded intervening assignment of the Mortgage as may be necessary to show a complete chain of title from the Mortgage Loan ~~File~~originator to WFHM, with evidence of recordation noted thereon or attached thereto, or a copy of such assignment with such evidence of recordation to be true and correct by the appropriate governmental recording office, or, if any such assignment has been submitted for recordation but has not been returned from the applicable public recording office or is not otherwise available, a copy of such assignment certified by an officer of WFHM or the applicable WFHM Correspondent to be a true and correct copy of the recorded assignment submitted for recordation; (vi) The original policy of the title insurance or certificate of title insurance or a written commitment to issue such a title insurance policy or certificate of title insurance, or a copy of such title insurance certified as true and correct by the applicable insurer or any attorney's certificate of title with an Officer's Certificate of WFHM or the applicable WFHM Correspondent that such attorney's certificate of title is customarily used in lieu of a title insurance policy in the jurisdiction in which the related mortgage property is located; (vii) The original of each assumption agreement, modification, written assurance or substitution agreement pertaining to such Mortgage Loan, if any, or, if such document is in the process of being recorded, a copy of such document, certified by an officer of WFHM or the applicable WFHM Correspondent of such Mortgage Loan or by the applicable title insurance company, closing agent, settlement agent, escrow agent or closing attorney to be a true and correct copy of such document transmitted for recordation, if any; and (viii) For each Mortgage Loan secured by Co-op Shares, the originals of the following documents or instruments: (a) The loan security agreement; (b) The stock certificate; (c) The stock power, executed in blank; (d) The executed proprietary lease; (e) The executed recognition agreement; (f) The executed assignment of recognition agreement; (g) The executed UCC-1 financing statement with evidence of recording thereon; and (h) The executed UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken chain from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation). If any Mortgage or an assignment of a Mortgage to the Trustee or any prior assignment is in the process of being recorded on the Closing Date, the Seller shall ~~deliver a copy thereof, certified by WFHM or the applicable WFHM Correspondent to be a true and complete copy of the document sent for recording, and the Seller shall~~ use its best efforts to cause each such original recorded document or certified copy thereof to be delivered to the ~~Trustee~~ Custodian promptly following its recordation, but in no event later than one (1) year following the Closing Date. If any Mortgage has been recorded in the name of ~~Mortgage Electronic Registration System, Inc. ("MERS")~~ MERS or its designee, no assignment of Mortgage in favor of the Trustee will be required to be prepared or delivered and instead, the Master Servicer shall take all actions as are necessary to cause the Trust Estate to be shown as the owner of the related Mortgage Loan on the records of MERS for the purpose of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. The Seller shall also cause to be delivered to the ~~Trustee~~ Custodian any other original mortgage loan document ~~to be~~ included in the Owner Mortgage Loan File if a copy thereof has been delivered. The Seller shall pay from its own funds, without any right of reimbursement therefor, the amount of any costs, liabilities and expenses incurred by the Trust Estate by reason of the failure of the Seller to cause to be delivered to the ~~Trustee~~ Custodian within one (1) year following the Closing Date any original Mortgage or assignment of a Mortgage (except with respect to any Mortgage recorded in the name of MERS) not delivered to the ~~Trustee~~ Custodian on the Closing Date. In lieu of recording an assignment of any Mortgage the Seller may, ~~to the extent set forth in the applicable Servicing Agreement,~~ deliver or cause to be delivered to the ~~Trustee~~ Custodian the assignment of the Mortgage Loan ~~from the Seller~~ to the Trustee in a form suitable for recordation, if (i) with respect to a particular state the Trustee has received an Opinion of Counsel acceptable to it that such recording is not required to make the assignment effective against the parties to the Mortgage or subsequent purchasers or ~~encumbrancers~~ encumbrances of the Mortgaged Property or (ii) the Seller has been advised by each Rating Agency that non-recordation in a state will not result in a reduction of the rating assigned by that Rating Agency at the time of ~~the~~ initial issuance of the Certificates. In the event that the ~~Master Servicer~~ Custodian receives notice that recording is required to protect the right, title and interest of the Trustee in and to any such Mortgage Loan for which recordation of an assignment has not previously been required, the ~~Master Servicer~~ Custodian shall promptly notify the Trustee and the ~~Trustee~~ Custodian shall within five Business Days (or such other reasonable period of time mutually agreed upon by the ~~Master Servicer~~ Custodian and the Trustee) of its receipt of such notice deliver each previously unrecorded assignment to the related Servicer for recordation.. Except where endorsements in blank are authorized, endorsements of any Mortgage Notes shall comply with the following format: WITHOUT RECOURSE PAY TO THE ORDER OF: WACHOVIA BANK, NATIONAL ASSOCIATION, AS TRUSTEE under the pooling and servicing agreement dated as of [date]. and its successors and assigns, Wxxxx Fargo Home Mortgage, Inc. [Signature of Officer] [Officer's Name and Title] Except where assignments in blank are authorized or in the case of any Mortgage registered in the name of MERS, assignments of any Mortgage shall comply with the following: WACHOVIA BANK, NATIONAL ASSOCIATION, AS TRUSTEE and its successors and assigns

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Sec Corp Mor Backed Ser 2003-H Trust), Pooling and Servicing Agreement (Wells Fargo Asset Sec Corp Mortgage Pass THR Cert Ser 2003-D)

Conveyance of Mortgage Loans. Possession of Mortgage ---------------------------------------------------- Files; Maintenance of Servicing Files. -------------------------------------- The ~~Seller~~Company, ~~concurrently with the execution and delivery hereof,~~ on each Closing Date does hereby ~~assign~~ sell, transfer, assign, set over and convey to the ~~Trustee~~Purchaser, without ~~recourse~~ recourse, but subject to the terms of this Agreement, all the right, title and interest of the ~~Seller~~ Company in and to ~~(a)~~ the ~~Trust Estate~~Mortgage Loans in the related Mortgage Loan Package. Pursuant to Section 2.03, ~~including all interest (other than~~ the ~~portion, if any, representing~~ Company has delivered the ~~Fixed Retained Yield)~~ Mortgage Loan Documents for each Mortgage Loan in the Mortgage Loan Package to the Custodian. The contents of each Mortgage File not delivered to the Custodian are and ~~principal received~~ shall be held in trust by the ~~Seller on or~~ Company for the benefit of the Purchaser as the owner thereof. The Company shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of each Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. Upon the sale of the Mortgage Loans the ownership of each Mortgage Note, the related Mortgage and the related Mortgage File and Servicing File shall vest immediately in the Purchaser, and the ownership of all records and documents with respect to the related Mortgage ~~Loans after~~ Loan prepared by or which come into the ~~Cut-Off Date (~~possession of the Company shall vest immediately in the Purchaser and ~~including scheduled payments of principal~~ shall be retained and ~~interest due after the Cut-Off Date but received~~ maintained by the ~~Seller on or before~~ Company, in trust, at the Cut-Off Date and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations will of the ~~Servicers under~~ Purchaser and only in such custodial capacity. Each Servicing File shall be segregated from the ~~Servicing Agreements with respect to the Mortgage Loans,~~ other books and (d) proceeds of all the foregoing. In connection with such assignment, the Seller shall, with respect to each Mortgage Loan, deliver, or cause to be delivered, to the Trustee, as initial Custodian, on or before the Closing Date, an Owner Mortgage Loan File. If any Mortgage or an assignment of a Mortgage to the Trustee or any prior assignment is in the process of being recorded on the Closing Date, the Seller shall deliver a copy thereof, certified by WFHM or the applicable WFHM Correspondent to be a true and complete copy records of the ~~document sent for recording,~~ Company and shall be marked appropriately to reflect clearly the Seller shall use its best efforts to cause each such original recorded document or certified copy thereof to be delivered to the Trustee promptly following its recordation, but in no event later than one (1) year following the Closing Date. If any Mortgage has been recorded in the name of Mortgage Electronic Registration System, Inc. ("MERS") or its designee, no assignment of Mortgage in favor of the Trustee will be required to be prepared or delivered and instead, the Master Servicer shall take all actions as are necessary to cause the Trust Estate to be shown as the owner sale of the related Mortgage Loan on to the ~~records of MERS for the purpose~~ Purchaser. The Company shall release its custody of the ~~system~~ contents of ~~recording transfers of beneficial ownership of mortgages maintained by MERS. The Seller shall also cause to be delivered~~ any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Trustee any other original mortgage loan document to be included in the Owner Mortgage Loan File if a copy thereof has been delivered. The Seller shall pay from its own funds, without any right of reimbursement therefor, the amount of any costs, liabilities and expenses incurred by the Trust Estate by reason Company's servicing of the ~~failure of the Seller to cause to be delivered to the Trustee within one (1) year following the Closing Date any original~~ Mortgage Loans or ~~assignment of~~ is in connection with a ~~Mortgage (except with respect to any Mortgage recorded in the name of MERS) not delivered to the Trustee on the Closing Date. In lieu of recording an assignment~~ repurchase of any Mortgage ~~the Seller may~~Loan pursuant to Section 3.03, ~~to the extent set forth in the applicable Servicing Agreement~~3.06, ~~deliver~~ or cause to be delivered to the Trustee the assignment of the Mortgage Loan from the Seller to the Trustee in a form suitable for recordation, if (i) with respect to a particular state the Trustee has received an Opinion of Counsel acceptable to it that such recording is not required to make the assignment effective against the parties to the Mortgage or subsequent purchasers or encumbrancers of the Mortgaged Property or (ii) the Seller has been advised by each Rating Agency that non-recordation in a state will not result in a reduction of the rating assigned by that Rating Agency at the time of the initial issuance of the Certificates. In the event that the Master Servicer receives notice that recording is required to protect the right, title and interest of the Trustee in and to any such Mortgage Loan for which recordation of an assignment has not previously been required, the Master Servicer shall promptly notify the Trustee and the Trustee shall within five Business Days (or such other reasonable period of time mutually agreed upon by the Master Servicer and the Trustee) of its receipt of such notice deliver each previously unrecorded assignment to the related Servicer for recordation6.02.

Appears in 1 contract

Samples: Seller's Warranties and Servicing Agreement (Structured Asset Sec Corp Mort Pas THR Cert Ser 2002 5a)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First Horizon Asset Securities Inc)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Sec Corp Mort Pass THR Cert Ser 2000-5)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Norwest Integrated Structured Ass Inc Mort Ass Back Pass THR)

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereof, does hereby assign to the Trustee, without recourse all the right, title and interest of the Seller in and to (a) the Trust Estate, including all interest (other than the portion, if any, representing the Fixed Retained Yield) and principal received by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the Servicers under the Servicing Agreements with respect to the Mortgage ~~Loans~~Loans (d) all of the Seller's right, title and interest in and to each Mortgage 100SM Pledge Agreement, each Parent Power(R) Guaranty and Security Agreement for Securities Account and each Parent Power(R) Guaranty Agreement for Real Estate with respect to each Additional Collateral Mortgage Loan and (de) proceeds of all the foregoing. In connection with such assignment, the Seller shall, with respect to each Mortgage Loan, deliver, or cause to be delivered, to the ~~Trustee~~Trust Administrator, as initial Custodian, on or before the Closing Date, an Owner Mortgage Loan File. If any Mortgage or an assignment of a Mortgage to the ~~Trustee~~ Trust Administrator or any prior assignment is in the process of being recorded on the Closing Date, the Seller shall deliver a copy thereof, certified by ~~WFHM~~ Norwest Mortgage or the applicable ~~WFHM~~ Norwest Mortgage Correspondent to be a true and complete copy of the document sent for recording, and the Seller shall use its best efforts to cause each such original recorded document or certified copy thereof to be delivered to the ~~Trustee~~ Trust Administrator promptly following its recordation, but in no event later than one (1) year following the Closing Date. If any Mortgage has been recorded in the name of Mortgage Electronic Registration System, Inc. ("MERS") or its designee, no assignment of Mortgage in favor of the Trustee will be required to be prepared or delivered and instead, the Master Servicer shall take all actions as are necessary to cause the Trust Estate to be shown as the owner of the related Mortgage Loan on the records of MERS for the purpose of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. The Seller shall also cause to be delivered to the ~~Trustee~~ Trust Administrator any other original mortgage loan document to be included in the Owner Mortgage Loan File if a copy thereof has been delivered. The Seller shall pay from its own funds, without any right of reimbursement therefor, the amount of any costs, liabilities and expenses incurred by the Trust Estate by reason of the failure of the Seller to cause to be delivered to the ~~Trustee~~ Trust Administrator within one (1) year following the Closing Date any original Mortgage or assignment of a Mortgage ~~(except with respect to any Mortgage recorded in the name of MERS)~~ not delivered to the ~~Trustee~~ Trust Administrator on the Closing Date. In lieu of recording an assignment of any Mortgage the Seller may, to the extent set forth in the applicable Servicing Agreement, deliver or cause to be delivered to the ~~Trustee~~ Trust Administrator the assignment of the Mortgage Loan from the Seller to the ~~Trustee~~ Trust Administrator in a form suitable for recordation, ~~if (i)~~ together with ~~respect to a particular state the Trustee has received~~ an Opinion of Counsel ~~acceptable~~ to it the effect that ~~such~~ recording is not required to ~~make~~ protect the ~~assignment effective against the parties~~ Trustee's right, title and interest in and to the related Mortgage ~~or subsequent purchasers or encumbrancers~~ Loan or, in case a court should recharacterize the sale of the ~~Mortgaged Property or (ii) the Seller has been advised by each Rating Agency that non-recordation~~ Mortgage Loans as a financing, to perfect a first priority security interest in ~~a state will not result in a reduction~~ favor of the ~~rating assigned by that Rating Agency at~~ Trustee in the ~~time of the initial issuance of the Certificates~~related Mortgage Loan. In the event that the Master Servicer receives notice that recording is required to protect the right, title and interest of the Trustee in and to any such Mortgage Loan for which recordation of an assignment has not previously been required, the Master Servicer shall promptly notify the ~~Trustee~~ Trust Administrator and the ~~Trustee~~ Trust Administrator shall within five Business Days (or such other reasonable period of time mutually agreed upon by the Master Servicer and the ~~Trustee~~Trust Administrator) of its receipt of such notice deliver each previously unrecorded assignment to the related Servicer for recordation.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Norwest Asset Securities Corp Mor Pass THR Cer Ser 1999-8 Tr)

Conveyance of Mortgage Loans. The Seller, concurrently with the execution and delivery hereof, does hereby assign to the Trustee, without recourse all the right, title and interest of the Seller in and to (a) the Trust Estate, including all interest (other than the portion, if any, representing the Fixed Retained Yield) and principal received by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the Servicers under the Servicing Agreements with respect to the Mortgage Loans, (d) the right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, (e) all of the Seller's right, title and interest in and to the proceeds of the Letters of Credit and (df) proceeds of all the foregoing. In connection with such assignment, the Seller shall, with respect to each Mortgage Loan, deliver, or cause to be delivered, to the ~~Trustee, as initial~~ Custodian, on or before the Closing ~~Date~~Date the following documents or instruments with respect to each Mortgage Loan. (i) The original Mortgage Note, endorsed in blank, with all prior and intervening endorsements as may be necessary to show a complete chain of endorsements. With respect to any Mortgage Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit with a copy of the Mortgage Note; (ii) The original recorded Mortgage with evidence of recordation noted thereon or attached thereto, together with any addenda or riders thereto, or a copy of such recorded Mortgage with such evidence of recordation certified to be true and correct by the appropriate governmental recording office; or a copy of such recorded Mortgage with such evidence of recordation, or if the original Mortgage has been submitted for recordation but has not been returned from the applicable public recording office, a copy of the Mortgage certified by an officer of WFHM or the applicable WFHM Correspondent to be a true and correct copy of the original Mortgage submitted for recordation; (iii) For each MERS Mortgage Loan that is not a MOM Mortgage Loan, the original assignment showing MERS as the assignee of the Mortgage, with evidence of recording thereon or copies thereof certified by an officer of WFHM or the applicable WFHM Correspondent to have been submitted for recordation; (iv) A recorded original assignment of the related Mortgage from WFHM assigning the related Mortgage to the Trustee (which may be assigned in blank), certified by the recording office, or, if such assignment is in the process of being recorded, a copy of the related Mortgage transmitted for recordation certified by an officer of WFHM or applicable WFHM Correspondent to be a true and correct copy of such assignment submitted for recordation; provided, however, if recordation is not required as described below, an ~~Owner~~ assignment in recordable form (which may be assigned in blank) with respect to the related Mortgage; (v) Each original recorded intervening assignment of the Mortgage as may be necessary to show a complete chain of title from the Mortgage Loan ~~File~~originator to WFHM, with evidence of recordation noted thereon or attached thereto, or a copy of such assignment with such evidence of recordation to be true and correct by the appropriate governmental recording office, or, if any such assignment has been submitted for recordation but has not been returned from the applicable public recording office or is not otherwise available, a copy of such assignment certified by an officer of WFHM or the applicable WFHM Correspondent to be a true and correct copy of the recorded assignment submitted for recordation; (vi) The original policy of the title insurance or certificate of title insurance or a written commitment to issue such a title insurance policy or certificate of title insurance, or a copy of such title insurance certified as true and correct by the applicable insurer or any attorney's certificate of title with an Officer's Certificate of WFHM or the applicable WFHM Correspondent that such attorney's certificate of title is customarily used in lieu of a title insurance policy in the jurisdiction in which the related mortgage property is located; (vii) The original of each assumption agreement, modification, written assurance or substitution agreement pertaining to such Mortgage Loan, if any, or, if such document is in the process of being recorded, a copy of such document, certified by an officer of WFHM or the applicable WFHM Correspondent of such Mortgage Loan or by the applicable title insurance company, closing agent, settlement agent, escrow agent or closing attorney to be a true and correct copy of such document transmitted for recordation, if any; and (viii) For each Mortgage Loan secured by Co-op Shares, the originals of the following documents or instruments: (a) The loan security agreement; (b) The stock certificate; (c) The stock power, executed in blank; (d) The executed proprietary lease; (e) The executed recognition agreement; (f) The executed assignment of recognition agreement; (g) The executed UCC-1 financing statement with evidence of recording thereon; and (h) The executed UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken chain from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation). (ix) For each Letter of Credit, the original advice of such Letter of Credit endorsed by the Pledge Holder and WFHM's notice of transfer (Exhibit A to the Letter of Credit) of beneficiary of such Letter of Credit to the Trustee. If any Mortgage or an assignment of a Mortgage to the Trustee or any prior assignment is in the process of being recorded on the Closing Date, the Seller shall ~~deliver a copy thereof, certified by WFHM or the applicable WFHM Correspondent to be a true and complete copy of the document sent for recording, and the Seller shall~~ use its best efforts to cause each such original recorded document or certified copy thereof to be delivered to the ~~Trustee~~ Custodian promptly following its recordation, but in no event later than one (1) year following the Closing Date. If any Mortgage has been recorded in the name of ~~Mortgage Electronic Registration System, Inc. ("MERS")~~ MERS or its designee, no assignment of Mortgage in favor of the Trustee will be required to be prepared or delivered and instead, the Master Servicer shall take all actions as are necessary to cause the Trust Estate to be shown as the owner of the related Mortgage Loan on the records of MERS for the purpose of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. The Seller shall also cause to be delivered to the ~~Trustee~~ Custodian any other original mortgage loan document ~~to be~~ included in the Owner Mortgage Loan File if a copy thereof has been delivered. The Seller shall pay from its own funds, without any right of reimbursement therefor, the amount of any costs, liabilities and expenses incurred by the Trust Estate by reason of the failure of the Seller to cause to be delivered to the ~~Trustee~~ Custodian within one (1) year following the Closing Date any original Mortgage or assignment of a Mortgage (except with respect to any Mortgage recorded in the name of MERS) not delivered to the ~~Trustee~~ Custodian on the Closing Date. In lieu of recording an assignment of any Mortgage the Seller may, ~~to the extent set forth in the applicable Servicing Agreement,~~ deliver or cause to be delivered to the ~~Trustee~~ Custodian the assignment of the Mortgage Loan ~~from the Seller~~ to the Trustee in a form suitable for recordation, if (i) with respect to a particular state the Trustee has received an Opinion of Counsel acceptable to it that such recording is not required to make the assignment effective against the parties to the Mortgage or subsequent purchasers or ~~encumbrancers~~ encumbrances of the Mortgaged Property or (ii) the Seller has been advised by each Rating Agency that non-recordation in a state will not result in a reduction of the rating assigned by that Rating Agency at the time of ~~the~~ initial issuance of the Certificates. In the event that the ~~Master Servicer~~ Custodian receives notice that recording is required to protect the right, title and interest of the Trustee in and to any such Mortgage Loan for which recordation of an assignment has not previously been required, the ~~Master Servicer~~ Custodian shall promptly notify the Trustee and the ~~Trustee~~ Custodian shall within five Business Days (or such other reasonable period of time mutually agreed upon by the ~~Master Servicer~~ Custodian and the Trustee) of its receipt of such notice deliver each previously unrecorded assignment to the related Servicer for recordation.. Except where endorsements in blank are authorized, endorsements of any Mortgage Notes shall comply with the following format: WITHOUT RECOURSE PAY TO THE ORDER OF: WACHOVIA BANK, NATIONAL ASSOCIATION, AS TRUSTEE under the pooling and servicing agreement dated as of [date]. and its successors and assigns, Wells Xxxxx Home Mortgage, Inc. [Signature of Officer] [Officer's Name and Title] Except where assignments in blank are authorized or in the case of any Mortgage registered in the name of MERS, assignments of any Mortgage shall comply with the following: WACHOVIA BANK, NATIONAL ASSOCIATION, AS TRUSTEE and its successors and assigns

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Sec Corp Mort Pass THR Certs Ser 2003-5)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Indymac Abs Inc)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Sec Corp Mor Ps THR Cer Ser 2001-10)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Norwest Asset Securities Corp Mort Pass THR Cert Ser 1996-7)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Sec Corp Mort Pass THR Cert Ser 2002-20)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Norwest Asset Sec Corp Mort Pass THR Cert Ser 1999-11 Trust)

Conveyance of Mortgage Loans. ~~The Seller~~(a) Effective as of the Closing Date, ~~concurrently with~~ subject only to receipt of the ~~execution~~ purchase price referred to in Section 1 hereof and ~~delivery~~ satisfaction or waiver of the conditions to closing set forth in Section 5 hereof, the Seller does hereby ~~assign~~ sell, transfer, assign, set over and otherwise convey to the ~~Trustee~~Purchaser, without ~~recourse~~ recourse, all the right, title and interest of the Seller in and to ~~(a) the Trust Estate, including all interest (other than the portion, if any, representing the Fixed Retained Yield) and principal received by the Seller on or with respect to~~ the Mortgage Loans ~~after~~ identified on the ~~Cut-Off Date~~ Mortgage Loan Schedule as of such date, and the Purchaser hereby assumes such Mortgage Loans. The Mortgage Loan Schedule, as it may be amended, shall conform to the requirements set forth in this Agreement and the Pooling and Servicing Agreement. (~~and including~~ b) The Purchaser or its assignee shall be entitled to receive all scheduled payments of principal and interest due after the Cut-~~Off~~ off Date, and all other recoveries of principal and interest collected after the Cut-off Date ~~but received by~~ (other than in respect of principal and interest on the ~~Seller~~ Mortgage Loans due on or before the Cut-~~Off Date and Unscheduled Principal Receipts received or applied on the Cut-Off~~ off Date~~, but not including~~ ). All scheduled payments of principal and interest due on ~~the Mortgage Loans on~~ or before the Cut-~~Off Date)~~off Date for each Mortgage Loan, ~~(b)~~ but collected after such date, shall belong to, and be promptly remitted to, the ~~Insurance Policies,~~ Seller. (c) On or before the ~~obligations of the Servicers under the Servicing Agreements with respect to the Mortgage Loans, and (d) proceeds of all the foregoing. In connection with such assignment~~Closing Date, the Seller shall, ~~with respect~~ on behalf of the initial Purchaser, deliver to and deposit with, or cause to be delivered to and deposited with, the Trustee a Mortgage File for each Mortgage ~~Loan~~Loan in accordance with the terms of, and conforming to the requirements set forth in, the Pooling and Servicing Agreement. If the Seller cannot deliver or cause to be delivered the documents and/or instruments referred to in clauses (a)(ii), (a)(iii), (a)(vi) (if recorded) and (a)(viii) of the definition of "Mortgage File" solely because of delay caused by the public recording or filing office where such document or instrument has been delivered for recordation, the Seller shall deliver to the Trustee a copy of the original, certified by the Seller to be a true and complete copy of the original thereof submitted for recording or filing. Concurrently with such delivery, the Seller shall deliver, or cause to be delivered, to the Master Servicer and the Special Servicer copies of the Mortgage Note, Mortgage(s) and any reserve and cash management agreements with respect to each Mortgage Loan for which a Mortgage File is required to be delivered to the Trustee. (d) For each Mortgage Loan for which a Mortgage File is required to be delivered to the Trustee, the Seller shall take all actions reasonably necessary (i) to permit the Trustee to fulfill its obligations pursuant to Section 2.01(c) of the Pooling and Servicing Agreement and (ii) to perform its obligations described in section 2.01(c) of the Poling and Servicing Agreement. Thx Xxxxer shall reimburse the Trustee for all reasonable costs and expenses, if any, incurred by the Trustee for recording any documents referred to in clause (a)(iv) of the definition of "Mortgage File" and each related UCC-2 and UCC-3 assignment referred to in clause (a)(viii) of the definition of "Mortgage File." If any such document or instrument is lost or returned unrecorded or unfiled, as ~~initial Custodian~~the case may be, because of a defect therein, then the Seller shall prepare a substitute therefor or cure such defect or cause such to be done, as the case may be, and the Seller shall deliver such substitute or corrected document or instrument to the Trustee (or, if the Mortgage Loan is then no longer subject to the Pooling and Servicing Agreement, to the then holder of such Mortgage Loan). (e) The Seller shall deliver, or cause to be delivered, to the Master Servicer within 10 business days after the Closing Date, all documents and records that (i) relate to the servicing and administration of the Mortgage Loans, (ii) are reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loans and (iii) are in possession or control of the Seller, together with (x) all unapplied Escrow Payments and Reserve Funds in the possession or under control of the Seller that relate to the Mortgage Loans and (y) a statement indicating which Escrow Payments and Reserve Funds are allocable to such Mortgage Loans), provided that the Seller shall not be required to deliver any draft documents, privileged or other internal communications, credit underwriting, due diligence analyses or data or internal worksheets, memoranda, communications or evaluations. (f) After the Seller's transfer of the Mortgage Loans to the Purchaser, as provided herein, the Seller shall not take any action inconsistent with the Purchaser's ownership of the Mortgage Loans. Except for actions that are the express responsibility of another party hereunder or under the Pooling and Servicing Agreement, and further except for actions that the Seller is expressly permitted to complete subsequent to the Closing Date, the Seller shall, on or before the Closing Date, ~~an Owner~~ take all actions required under applicable law to effectuate the transfer of the Mortgage Loans by the Seller to the Purchaser. (g) The Seller shall provide, or cause to be provided, information necessary for the Master Servicer to produce the initial data with respect to each Mortgage Loan ~~File. If any Mortgage or an assignment of a Mortgage to~~ for the Trustee or any prior assignment is in the process of being recorded on the Closing Date, the Seller shall deliver a copy thereof, certified by WFHM or the applicable WFHM Correspondent to be a true and complete copy of the document sent for recording, CMSA Financial File and the Seller shall use its best efforts to cause each such original recorded document or certified copy thereof to be delivered to the Trustee promptly following its recordation, but in no event later than one (1) year following the Closing Date. If any Mortgage has been recorded in the name of Mortgage Electronic Registration System, Inc. ("MERS") or its designee, no assignment of Mortgage in favor of the Trustee will be CMSA Loan Periodic Update File that are required to be prepared or delivered and instead, the Master Servicer shall take all actions as are necessary to cause the Trust Estate to be shown as the owner of the related Mortgage Loan on the records of MERS for the purpose of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. The Seller shall also cause to be delivered to the Trustee any other original mortgage loan document to be included in the Owner Mortgage Loan File if a copy thereof has been delivered. The Seller shall pay from its own funds, without any right of reimbursement therefor, the amount of any costs, liabilities and expenses incurred by the Trust Estate by reason of the failure of the Seller to cause to be delivered to the Trustee within one (1) year following the Closing Date any original Mortgage or assignment of a Mortgage (except with respect to any Mortgage recorded in the name of MERS) not delivered to the Trustee on the Closing Date. In lieu of recording an assignment of any Mortgage the Seller may, to the extent set forth in the applicable Servicing Agreement, deliver or cause to be delivered to the Trustee the assignment of the Mortgage Loan from the Seller to the Trustee in a form suitable for recordation, if (i) with respect to a particular state the Trustee has received an Opinion of Counsel acceptable to it that such recording is not required to make the assignment effective against the parties to the Mortgage or subsequent purchasers or encumbrancers of the Mortgaged Property or (ii) the Seller has been advised by each Rating Agency that non-recordation in a state will not result in a reduction of the rating assigned by that Rating Agency at the time of the initial issuance of the Certificates. In the event that the Master Servicer receives notice that recording is required to protect the right, title and interest of the Trustee in and to any such Mortgage Loan for which recordation of an assignment has not previously been required, the Master Servicer shall promptly notify the Trustee and the Trustee shall within five Business Days (or such other reasonable period of time mutually agreed upon by the Master Servicer ~~and the Trustee) of its receipt of such notice deliver each previously unrecorded assignment~~ pursuant to the ~~related~~ Pooling and Servicing Agreement. (h) The Seller shall instruct Wachovia Bank, National Association (as Artesia's interim servicer) and Capmark Finance Inc. and Laureate Capital LLC (each as Artesia's retained sub-servicer) to provide the Master Servicer ~~for recordation~~with the Supplemental Servicer Schedule.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (COBALT CMBS Commercial Mortgage Trust 2007-C2)

Conveyance of Mortgage Loans. (a) The ~~Seller~~Depositor, concurrently with the execution and delivery hereof, does hereby ~~assign~~ assign, sell, transfer, set over and otherwise convey to the Trustee, without ~~recourse~~ recourse, for the benefit of the Certificateholders all the right, title and interest of the ~~Seller in~~ Depositor, in, to and to under (ai) the ~~Trust Estate~~Mortgage Loans (excluding the Master Servicer Strip and the Prepayment Strip), ~~including~~ (ii) Section 3 of each of the Mortgage Loan Purchase Agreements and (iii) all other assets included or to be included in REMIC I. Such assignment includes all interest ~~(other than the portion, if any, representing the Fixed Retained Yield)~~ and principal received ~~by the Seller~~ or receivable on or with respect to the Mortgage Loans ~~after the Cut-Off Date (~~and ~~including scheduled payments of principal and interest~~ due after the Cut-~~Off Date but received by the Seller on or before the Cut-Off Date and Unscheduled Principal Receipts received or applied on the Cut-Off~~ off Date~~, but not including payments~~ . The transfer of ~~principal and interest due on~~ the Mortgage Loans ~~on or before~~ and the ~~Cut-Off Date)~~related rights and property accomplished hereby is absolute and, notwithstanding Section 11.07, is intended by the parties to constitute a sale. (b) ~~the Insurance Policies, (c) the obligations of the Servicers under the Servicing Agreements with respect to the Mortgage Loans, and (d) proceeds of all the foregoing.~~ In connection with ~~such assignment~~the Depositor's assignment pursuant to Section 2.01(a) above, the ~~Seller shall~~Depositor shall direct, ~~with respect~~ and hereby represents and warrants that it has directed, the Mortgage Loan Sellers pursuant to ~~each~~ the applicable Mortgage ~~Loan, deliver~~Loan Purchase Agreement to deliver to and deposit with, or cause to be ~~delivered~~delivered to and deposited with, the Trustee or a Custodian appointed thereby (and, if the Master Servicer is not the Custodian, with a copy to the ~~Trustee, as initial Custodian~~Master Servicer), on or before the Closing Date, ~~an Owner~~ the Mortgage File for each Mortgage Loan ~~File~~so assigned. If None of the Trustee, any ~~Mortgage or an assignment of a Mortgage to the Trustee or any prior assignment is in the process of being recorded on the Closing Date~~Custodian, the ~~Seller shall deliver a copy thereof, certified by WFHM~~ Master Servicer or the ~~applicable WFHM Correspondent~~ Special Servicer shall be liable for any failure by either Mortgage Loan Seller or the Depositor to ~~be a true and complete copy~~ comply with the document delivery requirements of the ~~document sent for recording~~respective Mortgage Loan Purchase Agreement and this Section 2.01 (b). (c) The Custodian shall, at the Depositor's expense and ~~the Seller shall use its best efforts~~ direction, as to ~~cause~~ each ~~such original recorded document or certified copy thereof to be delivered to the Trustee~~ Mortgage Loan, promptly ~~following its recordation, but~~ (and in no any event ~~later than one (1) year~~ within 45 days following the Closing Date~~. If any Mortgage has been recorded~~ ) cause to be submitted for recording or filing, as the case may be, in the ~~name of Mortgage Electronic Registration System~~appropriate public office for real property records or UCC Financing Statements, ~~Inc. ("MERS") or its designee~~as appropriate and to the extent delivered to the Custodian, no each assignment of Mortgage, assignment of Assignment of Leases and any other recordable documents relating to the Mortgage Loan, in favor of the Trustee ~~will~~ referred to in clauses (iv) and (v) of the definition of "Mortgage File" and each UCC-2 and UCC-3 assignment in favor of the Trustee and delivered to the Custodian and referred to in clause (viii) of the definition of "Mortgage File". Each such assignment shall reflect that it should be returned by the public recording office to the Custodian following recording, and each such UCC-2 and UCC-3 assignment shall reflect that the file copy thereof should be returned to the Custodian following filing; provided that in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases the Custodian shall obtain therefrom a certified copy of the recorded original. If any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Custodian shall direct the appropriate Mortgage Loan Seller pursuant to the applicable Mortgage Loan Purchase Agreement promptly to prepare or cause to be prepared a substitute therefor or cure such defect, as the case may be, and thereafter the Custodian shall upon receipt thereof cause the same to be duly recorded or filed, as appropriate. (d) All documents and records in the possession of the Depositor or the Mortgage Loan Sellers that relate to the Mortgage Loans and that are not required to be ~~prepared or delivered and instead,~~ a part of a Mortgage File in accordance with the ~~Master Servicer~~ definition thereof shall take all actions as are necessary to cause the Trust Estate to be shown as the owner of the related Mortgage Loan on the records of MERS for the purpose of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. The Seller shall also cause to be delivered to the ~~Trustee any other original mortgage loan document to be included in~~ Master Servicer (at the ~~Owner~~ expense of the Depositor or the applicable Mortgage Loan File if a copy thereof has been delivered. The Seller shall pay from its own funds, without any right of reimbursement therefor, the amount of any costs, liabilities and expenses incurred by the Trust Estate by reason of the failure of the Seller to cause to be delivered to the Trustee within one (1Seller) ~~year following~~ on or before the Closing Date ~~any original Mortgage~~ and shall be held by the Master Servicer on behalf of the Trustee in trust for the benefit of the Certificateholders. (e) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, the Depositor shall deliver to the Custodian on or ~~assignment~~ before the Closing Date a copy of a fully executed counterpart of each Mortgage ~~(except with respect to any Mortgage recorded~~ Loan Purchase Agreement, as in ~~the name of MERS) not delivered to the Trustee~~ full force and effect on the Closing Date. In lieu of recording an assignment of any Mortgage the Seller may, to the extent set forth in the applicable Servicing Agreement, deliver or cause to be delivered to the Trustee the assignment of the Mortgage Loan from the Seller to the Trustee in a form suitable for recordation, if (i) with respect to a particular state the Trustee has received an Opinion of Counsel acceptable to it that such recording is not required to make the assignment effective against the parties to the Mortgage or subsequent purchasers or encumbrancers of the Mortgaged Property or (ii) the Seller has been advised by each Rating Agency that non-recordation in a state will not result in a reduction of the rating assigned by that Rating Agency at the time of the initial issuance of the Certificates. In the event that the Master Servicer receives notice that recording is required to protect the right, title and interest of the Trustee in and to any such Mortgage Loan for which recordation of an assignment has not previously been required, the Master Servicer shall promptly notify the Trustee and the Trustee shall within five Business Days (or such other reasonable period of time mutually agreed upon by the Master Servicer and the Trustee) of its receipt of such notice deliver each previously unrecorded assignment to the related Servicer for recordation.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Sec Corp Mor Pass THR Cert Ser 2001-7)

Conveyance of Mortgage Loans. (a) The Mortgage Loan Seller, concurrently with the execution and delivery hereof, and at the direction and on behalf of the Sponsor, does hereby ~~assign~~ assign, transfer, sell and otherwise convey to the ~~Trustee,~~ Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Mortgage Loan Seller in in, to and ~~to (a) the Trust Estate, including all interest (other than the portion, if any, representing the Fixed Retained Yield) and principal received by the Seller on or with respect to~~ under the Mortgage Loans identified on the Mortgage Loan Schedule and all other assets included or to be included in REMIC I. Such assignment includes (i) the Mortgage Loans as from time to time are subject to this Agreement and all payments under and proceeds of such Mortgage Loans received or receivable after the Cut-~~Off~~ off Date (~~and including scheduled~~ other than payments of ~~principal~~ principal, interest and ~~interest~~ other amounts due ~~after the Cut-Off Date but received by the Seller on or before the Cut-Off Date~~ and ~~Unscheduled Principal Receipts received or applied on the Cut-Off Date, but not including payments of principal and interest due~~ payable on the Mortgage Loans on or before the Cut-~~Off~~ off Date), together with all documents delivered or caused to be delivered hereunder with respect to such Mortgage Loans by the Mortgage Loan Seller and the Additional Warranting Party; (ii) any REO Property acquired in respect of a Mortgage Loan; and (iii) such funds or assets as from time to time are deposited in the Distribution Account, the Certificate Account and the REO Account (if established). It is intended that the conveyance of the Mortgage Loans and the related rights and property by the Mortgage Loan Seller to the Trustee, at the direction of the Sponsor, as provided in this Section be, and be construed as, a sale of the Mortgage Loans by the Mortgage Loan Seller, at the direction of the Sponsor, to the Trustee for the benefit of the Certificateholders. It is, further, not intended that such conveyance be deemed a pledge of the Mortgage Loans by the Mortgage Loan Seller or the Sponsor to the Trustee to secure a debt or other obligation of the Mortgage Loan Seller or the Sponsor. However, in the event that the Mortgage Loans are held to be property of the Mortgage Loan Seller or the Sponsor, or if for any reason this Agreement is held or deemed to create a security interest in the Mortgage Loans, then it is intended that, (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (b) the ~~Insurance Policies~~conveyance provided for in this Section shall be deemed to be a grant by the Mortgage Loan Seller and the Sponsor to the Trustee, for the benefit of the Certificateholders, of a security interest in all of their respective right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to (1) the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Mortgage Files, (2) all amounts payable to the holders of the Mortgage Loans in accordance with the terms thereof and (3) all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to time held or invested in the Certificate Account, the Distribution Account or the REO Account, whether in the form of cash, instruments, securities or other property; (c) the ~~obligations~~ possession by the Trustee or its agent of the ~~Servicers~~ Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" or possession by a purchaser or a Person designated by such secured party, for purposes of perfecting the security interest pursuant to the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction (including, without limitation, Section 9-305, 8-313 or 8-321 thereof); and (d) notifications to, and acknowledgments, receipts or confirmations from, Persons holding such property shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law. The Sponsor, the ~~Servicing Agreements~~ Mortgage Loan Seller and the Trustee shall, to the extent consistent with ~~respect~~ this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. At the Sponsor's direction, the Trustee shall execute and deliver, and the Master Servicer shall (at its expense) file, all filings necessary to maintain the effectiveness of any original filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect and maintain the Trustee's security interest in or lien on the Trust Fund, including without limitation (A) continuation statements and (dB) ~~proceeds~~ such other statements as may be occasioned by any transfer of ~~all~~ any interest of the ~~foregoing~~Trustee, the Master Servicer, the Special Servicer or the Sponsor in the Trust Fund. In connection ~~with such assignment~~herewith, the Trustee shall have all of the rights and remedies of a secured party and creditor under the Uniform Commercial Code as in force in the relevant jurisdiction. (b) In connection with the Mortgage Loan Seller's assignment pursuant to subsection (a) above, the Mortgage Loan Seller shall deliver to and deposit with, or cause to be delivered to and deposited with, the Trustee or a Custodian appointed thereby, on or before the Closing Date, the Mortgage File for each CREI Mortgage Loan so assigned by the Mortgage Loan Seller hereunder. In addition, the Additional Warranting Party shall, at the direction and on behalf of the Mortgage Loan Seller, deliver to and deposit with, or cause to be delivered to and deposited with, the Trustee or a Custodian appointed thereby, on or before the Closing Date, the Mortgage File for each NMCC Mortgage Loan so assigned by the Mortgage Loan Seller hereunder. If the Mortgage Loan Seller or Additional Warranting Party, as applicable, is unable to deliver any original Mortgage Note, such party may deliver a copy of such Mortgage Note, together with ~~respect~~ a lost note affidavit, and shall thereby be deemed to ~~each~~ have satisfied the document delivery requirements of this Section 2.01(b). If the Mortgage ~~Loan~~Loan Seller or Additional Warranting Party, as applicable, cannot so deliver, or cause to be delivered, as to any Mortgage Loan, the ~~Trustee~~original or a copy of any of the documents and/or instruments referred to in clauses (ii), (iv), (viii), (xi)(A) and (xii) of the definition of "Mortgage File", with evidence of recording or filing (as the case may be) thereon, solely because of a delay caused by the public recording or filing office where such document or instrument has been delivered for recordation or filing, as ~~initial Custodian~~the case may be, on the delivery requirements of this Section 2.01(b) shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included in the related Mortgage File, provided that a copy of such document or ~~before~~ instrument (without evidence of recording or filing thereon, but certified (which certificate may relate to multiple documents and/or instruments) by the ~~Closing Date, an Owner~~ Mortgage Loan ~~File. If any Mortgage or an assignment of a Mortgage to the Trustee or any prior assignment is in the process of being recorded on the Closing Date, the~~ Seller ~~shall deliver a copy thereof, certified by WFHM~~ or the ~~applicable WFHM Correspondent~~ Additional Warranting Party, as applicable, to be a true and complete copy of the ~~document sent~~ original thereof submitted for ~~recording~~recording or filing, ~~and~~ as the ~~Seller shall use its best efforts to cause each such original recorded document or certified copy thereof to be~~ case may be) is delivered to the Trustee ~~promptly following its recordation, but in no event later than one (1) year following~~ or a Custodian appointed thereby on or before the Closing Date, and either the original of such missing document or instrument, or a copy thereof, with evidence of recording or filing, as the case may be, thereon, is delivered to the Trustee or such Custodian within 180 days of the Closing Date (or within such longer period after the Closing Date as the Trustee may consent to, which consent shall not be unreasonably withheld so long as the Mortgage Loan Seller or the Additional Warranting Party, as applicable, has provided the Trustee with evidence of such submission for recording or filing, as the case may be, or has certified to the Trustee as to the occurrence of such submission for recording or filing, as the case may be, and is, as certified to the Trustee no less often than monthly, in good faith attempting to obtain from the appropriate recording or filing office such original or copy). If the Mortgage Loan Seller or the Additional Warranting Party, as applicable, cannot or does not so deliver, or cause to be delivered, as to any Mortgage Loan, the original of any of the documents and/or instruments referred to in clauses (iii), (v), and (xi)(B) of the definition of "Mortgage File", because such document or instrument has been delivered for recordation or filing, as the case may be, the delivery requirements of this Section 2.01(b) shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included in the related Mortgage File, provided that a copy of such document or instrument (without evidence of recording or filing thereon, but certified (which certificate may relate to multiple documents and/or instruments) by the Mortgage Loan Seller or the Additional Warranting Party, as applicable, to be a true and complete copy of the original thereof submitted for recording or filing, as the case may be) is delivered to the Trustee or a Custodian appointed thereby on or before the Closing Date, and either the original of such missing document or instrument, or a copy thereof, with evidence of recording or filing, as the case may be, thereon, is delivered to the Trustee or such Custodian within 180 days of the Closing Date (or within such longer period after the Closing Date as the Trustee may consent to, which consent shall not be unreasonably withheld so long as the Mortgage Loan Seller or the Additional Warranting Party, as applicable, has provided the Trustee with evidence of such submission for recording or filing, as the case may be, or has certified to the Trustee as to the occurrence of such submission for recording or filing, as the case may be, and is, as certified to the Trustee no less often than monthly, in good faith attempting to obtain from the appropriate recording or filing office such original or copy). If the Mortgage Loan Seller or the Additional Warranting Party, as applicable, cannot so deliver, or cause to be delivered, as to any Mortgage Loan, the original or a copy of the related lender's title insurance policy referred to in clause (ix) of the definition of "Mortgage File" solely because such policy has not yet been issued, the delivery requirements of this Section 2.01(b) shall be deemed to be satisfied as to such missing item, and such missing item shall be deemed to have been included in the related Mortgage File, provided that the Mortgage Loan Seller or the Additional Warranting Party, as applicable, shall have delivered to the Trustee or a Custodian appointed thereby, on or before the Closing Date, a commitment for title insurance "marked-up" at the closing of such Mortgage Loan, and the Mortgage Loan Seller or the Additional Warranting Party, as applicable, shall deliver to the Trustee or such Custodian, promptly following the receipt thereof, the original related lender's title insurance policy (or a copy thereof). In addition, notwithstanding anything to the contrary contained herein, if there exists with respect to any group of related Cross-Collateralized Mortgage Loans only one original of any document referred to in the definition of "Mortgage File" covering all the Mortgage Loans in such group, then the inclusion of the original of such document in the Mortgage File for any of the Mortgage Loans in such group shall be deemed an inclusion of such original in the Mortgage File for each such Mortgage Loan. None of the Trustee, any Custodian, the Sponsor, the Master Servicer or the Special Servicer shall in any way be liable for any failure by the Mortgage Loan Seller or the Additional Warranting Party, as applicable, to comply with the delivery requirements of this Section 2.01(b). If any of the endorsements referred to in clause (i) of the definition of "Mortgage ~~has been recorded~~ File", any of the assignments of Mortgage referred to in clause (iii) of the definition of "Mortgage File", any of the assignments of Assignment of Leases referred to in clause (v) of the definition of "Mortgage File", or any of the assignments of Security Agreement referred to in clause (vii) of the definition of "Mortgage File" are delivered to the Trustee in blank, the Trustee shall (without being obligated to record or file such) be responsible for completing the related endorsement or assignment in the name of ~~Mortgage Electronic Registration System, Inc. ("MERS") or its designee, no assignment of Mortgage in favor of~~ the Trustee ~~will be required to be prepared or delivered and instead, the Master Servicer shall take all actions as are necessary to cause the Trust Estate to be shown as the owner of the related~~ (in such capacity). (c) The Mortgage Loan on Seller shall, as to each CREI Mortgage Loan, and the ~~records of MERS for the purpose of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. The Seller shall also cause~~ Additional Warranting Party shall, as to ~~be delivered to the Trustee any other original mortgage loan document to be included~~ each NMCC Mortgage Loan, in ~~the Owner Mortgage Loan File if a copy thereof has been delivered. The Seller shall pay from~~ each such case at its own ~~funds~~expense, ~~without~~ promptly (and in any ~~right~~ event within 45 days of reimbursement therefor, the amount of any costs, liabilities and expenses incurred by the Trust Estate by reason of the failure of the Seller to cause to be delivered to the Trustee within one (1) year following the Closing Date any original Mortgage or assignment of a Mortgage (except with respect to any Mortgage recorded in the name of MERS) not delivered to the Trustee on the Closing Date~~. In lieu of recording an assignment of any Mortgage the Seller may, to the extent set forth in the applicable Servicing Agreement, deliver~~ ) submit or cause to be ~~delivered~~ submitted for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, each assignment referred to in clauses (iii) and (v) of the definition of "Mortgage File" and each UCC-1, UCC-2 and UCC-3, if any, referred to in clause (xi)(B) of the definition of "Mortgage File". Each such assignment shall reflect that it should be returned by the public recording office to the Trustee following recording, and each such UCC-1, UCC-2 and UCC-3 shall reflect that the ~~assignment~~ file copy thereof should be returned to the Trustee following filing. At such time as such assignments, UCC-1s, UCC-2s and UCC-3s have been returned to the Trustee, the Trustee shall promptly forward a copy of each thereof to the Master Servicer. If any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Mortgage Loan Seller, in the case of a CREI Mortgage Loan, and the Additional Warranting Party, in the case of an NMCC Mortgage Loan, shall promptly prepare or cause the preparation of a substitute therefor or cure or cause the curing of such defect, as the case may be, and thereafter the Mortgage Loan Seller, in the case of a CREI Mortgage Loan,and the Additional Warranting Party, in the case of an NMCC Mortgage Loan, shall in each such case at its own expense, submit the substitute or corrected documents or cause such to be submitted for recording or filing, as appropriate. (d) All documents and records in the Mortgage Loan Seller's or the Additional Warranting Party's possession (or, in either case, under its control) relating to the Mortgage Loans that are not required to be a part of a Mortgage File in accordance with the definition thereof, together with all Escrow Payments and Reserve Funds in the possession of the Mortgage Loan ~~from~~ Seller or the ~~Seller to the Trustee~~ Additional Warranting Party (or, in ~~a form suitable for recordation~~either case, ~~if (i~~under its control) with respect to ~~a particular state~~ the ~~Trustee has received an Opinion~~ Mortgage Loans, shall be delivered or caused to be delivered by each of ~~Counsel acceptable to it that such recording is not required to make~~ the ~~assignment effective against~~ Mortgage Loan Seller and the ~~parties~~ Additional Warranting Party to the ~~Mortgage or subsequent purchasers or encumbrancers~~ Master Servicer, within 10 days of the ~~Mortgaged Property or (ii) the Seller has been advised~~ Closing Date, and shall be retained by each Rating Agency that non-recordation in a state will not result in a reduction of the rating assigned by that Rating Agency at the time of the initial issuance of the Certificates. In the event that the Master Servicer ~~receives notice that recording is required to protect the right, title and interest~~ on behalf of the Trustee in ~~and to any such Mortgage Loan~~ trust for ~~which recordation~~ the benefit of ~~an assignment has not previously been required,~~ the Master Servicer shall promptly notify the Trustee and the Trustee shall within five Business Days (or such other reasonable period of time mutually agreed upon by the Master Servicer and the Trustee) of its receipt of such notice deliver each previously unrecorded assignment to the related Servicer for recordationCertificateholders.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mortgage Capital Funding Inc)

Conveyance of Mortgage Loans. The Seller, concurrently with the execution and delivery hereof, does hereby assign to the Trustee, without recourse all the right, title and interest of the Seller in and to (a) the Trust Estate, including all interest ~~(other than the portion, if any, representing the Fixed Retained Yield)~~ and principal received by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the Servicers under the Servicing Agreements with respect to the Mortgage Loans, (d) the right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, (e) all of the Seller's right, title and interest in and to the proceeds of the Letters of Credit, (f) the Assigned Letters of Credit and (dg) proceeds of all the foregoing. In connection with such assignment, the Seller shall, with respect to each Mortgage Loan, deliver, or cause to be delivered, to the ~~Trustee, as initial~~ Custodian, on or before the Closing ~~Date~~Date the following documents or instruments with respect to each Mortgage Loan. (i) The original Mortgage Note, endorsed in blank, with all prior and intervening endorsements as may be necessary to show a complete chain of endorsements. With respect to any Mortgage Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit with a copy of the Mortgage Note; (ii) The original recorded Mortgage with evidence of recordation noted thereon or attached thereto, together with any addenda or riders thereto, or a copy of such recorded Mortgage with such evidence of recordation certified to be true and correct by the appropriate governmental recording office; or a copy of such recorded Mortgage with such evidence of recordation, or if the original Mortgage has been submitted for recordation but has not been returned from the applicable public recording office, a copy of the Mortgage certified by an officer of WFHM or the applicable WFHM Correspondent to be a true and correct copy of the original Mortgage submitted for recordation; (iii) For each MERS Mortgage Loan that is not a MOM Mortgage Loan, the original assignment showing MERS as the assignee of the Mortgage, with evidence of recording thereon or copies thereof certified by an officer of WFHM or the applicable WFHM Correspondent to have been submitted for recordation; (iv) A recorded original assignment of the related Mortgage from WFHM assigning the related Mortgage to the Trustee (which may be assigned in blank), certified by the recording office, or, if such assignment is in the process of being recorded, a copy of the related Mortgage transmitted for recordation certified by an officer of WFHM or applicable WFHM Correspondent to be a true and correct copy of such assignment submitted for recordation; provided, however, if recordation is not required as described below, an ~~Owner~~ assignment in recordable form (which may be assigned in blank) with respect to the related Mortgage; (v) Each original recorded intervening assignment of the Mortgage as may be necessary to show a complete chain of title from the Mortgage Loan ~~File~~originator to WFHM, with evidence of recordation noted thereon or attached thereto, or a copy of such assignment with such evidence of recordation to be true and correct by the appropriate governmental recording office, or, if any such assignment has been submitted for recordation but has not been returned from the applicable public recording office or is not otherwise available, a copy of such assignment certified by an officer of WFHM or the applicable WFHM Correspondent to be a true and correct copy of the recorded assignment submitted for recordation; (vi) The original policy of the title insurance or certificate of title insurance or a written commitment to issue such a title insurance policy or certificate of title insurance, or a copy of such title insurance certified as true and correct by the applicable insurer or any attorney's certificate of title with an Officer's Certificate of WFHM or the applicable WFHM Correspondent that such attorney's certificate of title is customarily used in lieu of a title insurance policy in the jurisdiction in which the related mortgage property is located; (vii) The original of each assumption agreement, modification, written assurance or substitution agreement pertaining to such Mortgage Loan, if any, or, if such document is in the process of being recorded, a copy of such document, certified by an officer of WFHM or the applicable WFHM Correspondent of such Mortgage Loan or by the applicable title insurance company, closing agent, settlement agent, escrow agent or closing attorney to be a true and correct copy of such document transmitted for recordation, if any; (viii) For each Mortgage Loan secured by Co-op Shares, the originals of the following documents or instruments: (a) The loan security agreement; (b) The stock certificate; (c) The stock power, executed in blank; (d) The executed proprietary lease; (e) The executed recognition agreement; (f) The executed assignment of recognition agreement; (g) The executed UCC-1 financing statement with evidence of recording thereon; and (h) The executed UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken chain from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation); and (ix) For each Letter of Credit (other than an Assigned Letter of Credit), such Letter of Credit executed by the Pledge Holder and for each Assigned Letter of Credit, the original advice of such Letter of Credit endorsed by the Pledge Holder and WFHM's notice of transfer (Exhibit A to the Letter of Credit) of beneficiary of such Letter of Credit to the Trustee. If any Mortgage or an assignment of a Mortgage to the Trustee or any prior assignment is in the process of being recorded on the Closing Date, the Seller shall ~~deliver a copy thereof, certified by WFHM or the applicable WFHM Correspondent to be a true and complete copy of the document sent for recording, and the Seller shall~~ use its best efforts to cause each such original recorded document or certified copy thereof to be delivered to the ~~Trustee~~ Custodian promptly following its recordation, but in no event later than one (1) year following the Closing Date. If any Mortgage has been recorded in the name of ~~Mortgage Electronic Registration System, Inc. ("MERS")~~ MERS or its designee, no assignment of Mortgage in favor of the Trustee will be required to be prepared or delivered and instead, the Master Servicer shall take all actions as are necessary to cause the Trust Estate to be shown as the owner of the related Mortgage Loan on the records of MERS for the purpose of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. The Seller shall also cause to be delivered to the ~~Trustee~~ Custodian any other original mortgage loan document ~~to be~~ included in the Owner Mortgage Loan File if a copy thereof has been delivered. The Seller shall pay from its own funds, without any right of reimbursement therefor, the amount of any costs, liabilities and expenses incurred by the Trust Estate by reason of the failure of the Seller to cause to be delivered to the ~~Trustee~~ Custodian within one (1) year following the Closing Date any original Mortgage or assignment of a Mortgage (except with respect to any Mortgage recorded in the name of MERS) not delivered to the ~~Trustee~~ Custodian on the Closing Date. In lieu of recording an assignment of any Mortgage the Seller may, ~~to the extent set forth in the applicable Servicing Agreement,~~ deliver or cause to be delivered to the ~~Trustee~~ Custodian the assignment of the Mortgage Loan ~~from the Seller~~ to the Trustee in a form suitable for recordation, if (i) with respect to a particular state the Trustee has received an Opinion of Counsel acceptable to it that such recording is not required to make the assignment effective against the parties to the Mortgage or subsequent purchasers or ~~encumbrancers~~ encumbrances of the Mortgaged Property or (ii) the Seller has been advised by each Rating Agency that non-recordation in a state will not result in a reduction of the rating assigned by that Rating Agency at the time of ~~the~~ initial issuance of the Certificates. In the event that the ~~Master Servicer~~ Custodian receives notice that recording is required to protect the right, title and interest of the Trustee in and to any such Mortgage Loan for which recordation of an assignment has not previously been required, the ~~Master Servicer~~ Custodian shall promptly notify the Trustee and the ~~Trustee~~ Custodian shall within five Business Days (or such other reasonable period of time mutually agreed upon by the ~~Master Servicer~~ Custodian and the Trustee) of its receipt of such notice deliver each previously unrecorded assignment to the related Servicer for recordation.. Except where endorsements in blank are authorized, endorsements of any Mortgage Notes shall comply with the following format: WITHOUT RECOURSE PAY TO THE ORDER OF: WACHOVIA BANK, NATIONAL ASSOCIATION, AS TRUSTEE under the pooling and servicing agreement dated as of [date]. and its successors and assigns, Wxxxx Fargo Home Mortgage, Inc. [Signature of Officer] [Officer's Name and Title] Except where assignments in blank are authorized or in the case of any Mortgage registered in the name of MERS, assignments of any Mortgage shall comply with the following: WACHOVIA BANK, NATIONAL ASSOCIATION, AS TRUSTEE and its successors and assigns

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Sec Corp Mort Pass THR Certs Ser 2003-9)

Conveyance of Mortgage Loans. (a) The Seller, concurrently with the execution and delivery hereof, ~~does~~ hereby ~~assign~~ sells, transfers, assigns, sets over and otherwise conveys to the ~~Trustee~~Depositor, without ~~recourse~~ recourse, all the right, title and interest of the Seller in and to ~~(a) the Trust Estate~~each Initial Mortgage Loan, including all interest ~~(other than the portion, if any, representing the Fixed Retained Yield)~~ and principal received or receivable by the Seller on or with respect to ~~the~~ each Initial Mortgage ~~Loans~~ Loan after the related Cut-~~Off~~ off Date (and ~~including scheduled~~ all interest and principal payments ~~of principal and interest due after the~~ on each Initial Mortgage Loan received prior to such related Cut-~~Off~~ off Date ~~but received by the Seller on or before the Cut-Off Date~~ in respect of installments of interest and ~~Unscheduled Principal Receipts received or applied on the Cut-Off Date~~principal due thereafter, but not including payments of principal and interest due and payable on ~~the~~ each Initial Mortgage ~~Loans~~ Loan on or before ~~the~~ such related Cut-~~Off~~ off Date~~), (b) the Insurance Policies, (c) the obligations of the Servicers under the Servicing Agreements with respect~~ . On or prior to the Mortgage Loans, and (d) proceeds of all the foregoing. In connection with such assignment, the Seller shall, with respect to each Mortgage Loan, deliver, or cause to be delivered, to the Trustee, as initial Custodian, on or before the Closing Date, an Owner Mortgage Loan File. If any Mortgage or an assignment of a Mortgage to the Trustee or any prior assignment is in the process of being recorded on the Closing Date, the Seller shall deliver to the Depositor or, at the Depositor's direction, to the Trustee or other designee of the Depositor, the Mortgage File for each Initial Mortgage Loan listed in the Mortgage Loan Schedule as of the Closing Date. Such delivery of the Mortgage Files shall be made against payment by the Depositor of the purchase price, previously agreed to by the Seller and Depositor, for the Initial Mortgage Loans. (b) The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the benefit of the Certificateholders, without recourse, all the right, title and interest of the Depositor in and to the Trust Fund, together with the Depositor's right to require the Seller to cure any breach of a representation or warranty made herein by the Seller or to repurchase or substitute for any affected Initial Mortgage Loan in accordance herewith. (c) In connection with the transfer and assignment of each Initial Mortgage Loan, the Depositor has delivered or caused to be delivered (or, in the case of the Delay Delivery Mortgage Loans, will deliver to, or will cause to be delivered to, the Trustee within the time periods specified in the definition of Delay Delivery Mortgage Loans), and, in connection with the transfer and assignment of each Subsequent Mortgage Loan, will deliver or will cause to be delivered, to the Trustee for the benefit of the Certificateholders the following documents or instruments with respect to each Mortgage Loan so assigned: (A) the original Mortgage Note, endorsed by manual or facsimile signature in blank in the following form: "Pay to the order of ______________ without recourse", with all intervening endorsements showing a complete chain of endorsement from the originator to the Person endorsing the Mortgage Note (each such endorsement being sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note) and (B) with respect to any Lost Mortgage Note, a lost note affidavit from the Seller stating that the original Mortgage Note was lost or destroyed, together with a copy of such Mortgage Note; (ii) Except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, the original recorded Mortgage or a copy of such Mortgage certified by the Seller as being a true and complete copy of the Mortgage (or, in the case of a Mortgage for which the related Mortgaged Property is located in the Commonwealth of Puerto Rico, a true copy of the Mortgage certified as such by the applicable notary) and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loan and either language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination, the original Mortgage and the assignment thereof to MERS, with evidence of recording indicated thereon, or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded; (iii) In the case of each Mortgage Loan that is not a MERS Mortgage Loan, a duly executed assignment of the Mortgage (which may be included in a blanket assignment or assignments), together with, except as provided below, all interim recorded assignments of the mortgage (each assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to its assignee of the Mortgage to which the assignment relates). If the related Mortgage has not been returned from the applicable public recording office, the assignment of the Mortgage may exclude the information to be provided by the recording office. The assignment of Mortgage need not be delivered in the case of a Mortgage for which the related Mortgage Property is located in the Commonwealth of Puerto Rico; (iv) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; (v) except as provided below, the original or duplicate original lender's title policy and all riders thereto; and (vi) in the case of a Cooperative Loan, the originals of the following documents or instruments: (a) The Coop Shares, together with a stock power in blank; (b) The executed Security Agreement; (c) The executed Proprietary Lease; (d) The executed Recognition Agreement; (e) The executed UCC-1 financing statement with evidence of recording thereon which have been filed in all places required to perfect the Seller's interest in the Coop Shares and the Proprietary Lease; and (f) Executed UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation). If in connection with any Mortgage Loan the Depositor cannot deliver (i) the original recorded Mortgage, (ii) all interim recorded assignments, or (iii) the lender's title policy (together with all its riders). In addition, in connection with the assignment of any MERS Mortgage Loan, the Seller agrees that it will cause, at the Seller's expense, the MERS(R) System to indicate that the Mortgage Loans sold by the Seller to the Depositor have been assigned by the Seller to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans that are repurchased in accordance with this Agreement) in such computer files the information required by the MERS(R) System to identify the series of the Certificates issued in connection with such Mortgage Loans. The Seller further agrees that it will not, and will not permit the Servicer to, and the Servicer agrees that it will not, alter the information referenced in this paragraph with respect to any Mortgage Loan sold by the Seller to the Depositor during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement. In the event that in connection with any Mortgage Loan the Depositor cannot deliver (a) the original recorded Mortgage, (b) all interim recorded assignments or (c) the lender's title policy (together with all riders thereto) satisfying the requirements of clause (ii), (iii) or (v) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office in the case of clause (ii) or (iii) above, or because the title policy has not been delivered to either the Servicer or the Depositor by the applicable title insurer in the case of clause (v) above, the Depositor shall promptly deliver to the Trustee, in the case of clause (ii) or (iii) above, such original Mortgage or such interim assignment, as the case may be, with evidence of recording indicated thereon upon receipt thereof from the public recording office, or a copy thereof, certified, if appropriate, by the relevant recording office and in the case of clause (v) above, the original or a copy of a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original or duplicate copy thereof to be delivered to the Trustee upon receipt thereof. The delivery of the original Mortgage Loan and each such interim assignment or a copy thereof, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date (or, for a Subsequent Mortgage Loan, the Subsequent Transfer Date), or, in the case of clause (v) above, later than [120] days following the Closing Date (or, for a Subsequent Mortgage Loan, the Subsequent Transfer Date); provided, however, that in the event the Depositor is unable to deliver by such date each Mortgage and each such interim assignment by reason of the fact that any such documents have not been returned by the appropriate recording office, or, in the case of each such interim assignment, because the related Mortgage has not been returned by the appropriate recording office, the Depositor shall deliver such documents to the Trustee as promptly as possible upon receipt thereof and, in any event, within [720] days following the Closing Date (or, for a Subsequent Mortgage Loan, the Subsequent Transfer Date). The Depositor shall forward or cause to be forwarded to the Trustee (a) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (b) any other documents required to be delivered by the Depositor or the Servicer to the Trustee. In the event that the original Mortgage is not delivered and in connection with the payment in full of the related Mortgage Loan the public recording office requires the presentation of a "lost instruments affidavit and indemnity" or any equivalent document, because only a copy of the Mortgage can be delivered with the instrument of satisfaction or reconveyance, the Servicer shall execute and deliver or cause to be executed and delivered such a document to the public recording office. In the case where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, the Seller shall deliver to the Trustee a copy of such Mortgage certified by ~~WFHM or the applicable WFHM Correspondent~~ such public recording office to be a true and complete copy of the ~~document sent~~ original recorded Mortgage. As promptly as practicable subsequent to such transfer and assignment, and in any event, within thirty (30) days thereafter, the Trustee shall (i) affix the Trustee's name to each assignment of Mortgage, as the assignee thereof and (ii) cause to be delivered for ~~recording~~recording in the appropriate public office for real property records the assignments of the Mortgages to the Trustee, except that, with respect to any assignment of a Mortgage as to which the Trustee has not received the information required to deliver such assignment, the Trustee's obligation to do so and to deliver the same for such recording shall be as soon as practicable after receipt of such information and in any event within [thirty (30)] days after the receipt thereof, and the Trustee need not cause to be recorded any assignment which relates to a Mortgage Loan (a) the Mortgaged Property and Mortgage File relating to which are located in California or (b) in any other jurisdiction (including Puerto Rico) under the laws of which, as evidenced by an Opinion of Counsel delivered by the Seller (at the Seller's expense) to the Trustee, the recordation of such assignment is not necessary to protect the Trustee's and the Certificateholders' interest in the related Mortgage Loan. In the case of Mortgage Loans that have been prepaid in full as of the Closing Date, the Depositor, in lieu of delivering the above documents to the Trustee, will deposit in the Certificate Account the portion of such payment that is required to be deposited in the Certificate Account pursuant to Section 3.06. Notwithstanding anything to the contrary in this Agreement, within [five] Business Days after the Closing Date (in the case of Initial Mortgage Loans) or within [thirty] days of the Subsequent Transfer Date (in the case of Subsequent Mortgage Loans), the Seller shall either (i) deliver to the Trustee the Mortgage File as required pursuant to this Section 2.01 for each Delay Delivery Mortgage Loan or (ii) (A) repurchase the Delay Delivery Mortgage Loan or (B) substitute the Delay Delivery Mortgage Loan for a Substitute Mortgage Loan, which repurchase or substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, provided that if the Seller fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the period provided in the prior sentence, the cure period provided for in Section 2.02 or in Section 2.03 shall not apply to the initial delivery of the Mortgage File for such Delay Delivery Mortgage Loan, but rather the Seller shall have [five (5)] Business Days to cure such failure to deliver. The Seller shall promptly provide each Rating Agency with written notice of any cure, repurchase or substitution made pursuant to the proviso of the preceding sentence. On or before the [fifth] Business Day after the Closing Date (in the case of Initial Mortgage Loans) or the [thirtieth] ([30]th) day (or if such [thirtieth] day is not a Business Day, the succeeding Business Day) after Subsequent Transfer Date (in the case of Subsequent Mortgage Loans), the Trustee shall, in accordance with the provisions of Section 2.02, send a Delay Delivery Certification substantially in the form annexed hereto as Exhibit G-1 (with any applicable exceptions noted thereon) for all Delay Delivery Mortgage Loan delivered within the specified numbers of days after the pertinent date. The Trustee will promptly send a copy of such Delay Delivery Certification to each Rating Agency. The Seller shall use its best reasonable efforts to ~~cause each such original recorded document or certified copy thereof to be delivered to the Trustee promptly following its recordation~~effect a substitution, ~~but in no event later~~ rather than ~~one~~ a repurchase of, any Deleted Mortgage Loan. (1d) year following the Closing Date. If any Mortgage has been recorded in the name of Mortgage Electronic Registration System, Inc. ("MERS") or its designee, no assignment of Mortgage in favor of the Trustee will be required to be prepared or delivered and instead, the Master Servicer shall take all actions as are necessary to cause the Trust Estate to be shown as the owner of the related Mortgage Loan on the records of MERS for the purpose of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. The Seller ~~shall also cause~~ agrees to ~~be delivered to~~ treat the Trustee any other original mortgage loan document to be included in the Owner Mortgage Loan File if a copy thereof has been delivered. The Seller shall pay from its own funds, without any right of reimbursement therefor, the amount of any costs, liabilities and expenses incurred by the Trust Estate by reason of the failure of the Seller to cause to be delivered to the Trustee within one (1) year following the Closing Date any original Mortgage or assignment of a Mortgage (except with respect to any Mortgage recorded in the name of MERS) not delivered to the Trustee on the Closing Date. In lieu of recording an assignment of any Mortgage the Seller may, to the extent set forth in the applicable Servicing Agreement, deliver or cause to be delivered to the Trustee the assignment transfer of the Mortgage ~~Loan from the Seller~~ Loans to the ~~Trustee in~~ Depositor as a ~~form suitable~~ sale for ~~recordation~~all tax, if (i) with respect to a particular state the Trustee has received an Opinion of Counsel acceptable to it that such recording is not required to make the assignment effective against the parties to the Mortgage or subsequent purchasers or encumbrancers of the Mortgaged Property or (ii) the Seller has been advised by each Rating Agency that non-recordation in a state will not result in a reduction of the rating assigned by that Rating Agency at the time of the initial issuance of the Certificates. In the event that the Master Servicer receives notice that recording is required to protect the right, title accounting and interest of the Trustee in and to any such Mortgage Loan for which recordation of an assignment has not previously been required, the Master Servicer shall promptly notify the Trustee and the Trustee shall within five Business Days (or such other reasonable period of time mutually agreed upon by the Master Servicer and the Trustee) of its receipt of such notice deliver each previously unrecorded assignment to the related Servicer for recordationregulatory purposes.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Indymac MBS Inc)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2002-17 Trust)

Conveyance of Mortgage Loans. ~~The Seller, concurrently with the execution and delivery hereof, does hereby assign~~ With respect to the ~~Trustee~~Mortgage Loans included in any Mortgage Loan Package, the Seller hereby agrees to transfer, assign, set over and otherwise convey to the Purchaser, without recourse but subject to the terms of this Agreement, on the related Closing Date, all the right, title and interest of the Seller in and to ~~(a)~~ the ~~Trust Estate, including all interest (other than~~ Mortgage Loans identified on the ~~portion~~related Mortgage Loan Schedule as of such Closing Date. Each Mortgage Loan Schedule shall conform to the requirements of the Purchaser as set forth in this Agreement. Each Mortgage Loan Schedule shall be amended on the related Closing Date, if ~~any~~necessary, ~~representing~~ to reflect the ~~Fixed Retained Yield) and principal received~~ Mortgage Loans accepted by the Purchaser on such Closing Date in accordance with Section 5 hereof. In connection with any such transfer and assignment, the Seller ~~on or~~ shall execute and deliver to the Purchaser an Assignment and Conveyance, substantially in the form of Exhibit 8 annexed hereto, with respect to the related Mortgage Loans ~~after the Cut-Off Date (~~and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the Servicers under the Servicing Agreements with respect to the Mortgage Loans, and (d) proceeds of all the foregoing. In connection with such assignment, the Seller shall, with respect to each Mortgage Loan, shall deliver, or cause to be delivered, to the ~~Trustee~~Custodian or its designee, ~~as initial Custodian, on~~ the documents or instruments specified below with respect to each such Mortgage Loan (each a "Mortgage File"). On or before the Closing ~~Date~~Date for any such transfer and assignment, each of the related Mortgage Files shall have been delivered by the Seller to the Custodian and shall be held by the Custodian pursuant to the Tri-Party Custodial Agreement dated September 25, 1995 (as amended, supplemented or otherwise modified from time to time, the "Custody Agreement"), among the Purchaser, the Seller and the Custodian, until the Custody Agreement is terminated as to the related Mortgage Loan. All Mortgage Files so delivered shall be held by the Custodian in escrow at all times prior to the related Closing Dates for the benefit of the Purchaser under the Custody Agreement. Each Mortgage File shall contain the following documents: (a) the original mortgage note, naming the Seller as the holder/payee thereof (or, if the Seller is not the original holder/payee thereof, bearing all endorsements necessary to evidence a complete and unbroken chain of endorsements from the original holder/payee to the Seller) and endorsed by the Seller "Pay to the order of ____, without recourse"; (b) the original mortgage, security deed, deed of trust or other security instrument ("Mortgage"), naming the Seller as the "mortgagee" or "beneficiary" thereof (or, if the Seller is not the original mortgagee/beneficiary thereof, such Mortgage together with all assignments necessary to evidence a complete and unbroken chain of intervening assignments from the original mortgagee/beneficiary to the Seller) and bearing evidence that such instrument has been recorded in the appropriate jurisdiction where the Mortgaged Property is located (or, in lieu of the original of the recorded Mortgage, a duplicate or conformed copy of the Mortgage, together with a certificate of an ~~Owner~~ officer of either (l) the Seller or (ii) a representative of the escrow company, title insurer or other closing agent certifying that such copy represents a true and correct copy of the original and that such original has been submitted for recordation in the appropriate governmental recording office of the Jurisdiction where the Mortgaged Property is located, or a certificate of receipt from the recording office, certifying that such copy represents a true and correct copy of the original and that such original has been submitted for recordation in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located); (c) an original assignment of the Mortgage executed at the direction of the Purchaser by the Seller, without recourse, to either (i) "Bankers Trust Company, as trustee, " (ii) "Bankers Trust Company, as trustee for the holders of DLJ Mortgage Acceptance Corp. Mortgage Pass-Through Certificates," or (iii) in blank, with evidence of recording thereon (except with respect to any assignments of Mortgage that are delivered in blank) and the original of any intervening assignment or assignments of the Mortgage, including any warehousing assignment, necessary to evidence a complete and unbroken chain of assignments from the original mortgagee/beneficiary to the Seller and bearing evidence that each such instrument has been recorded in the appropriate jurisdiction where the Mortgaged Property is located (or, in lieu of any such original recorded assignment of Mortgage or any such original recorded intervening assignment of Mortgage, a duplicate or conformed copy of such assignment of Mortgage, together with a certificate of an officer of the Seller certifying that such copy represents a true and correct copy of the original and that such original has been submitted for recordation in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located, or a certificate of receipt from the recording office, certifying that such copy represents a true and correct copy of the original and that such original has been submitted for recordation in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located); (d) the original lender's title insurance policy, or, if such policy has not been issued and if the Mortgage Loan ~~File. If~~ was funded through a title insurance company or other comparable closing agent pursuant to closing instructions precluding the title insurance company or other comparable closing agent from funding until it is prepared to issue the required title insurance coverage, a copy of such closing instructions; (e) the original of any assumption, modification, extension or guaranty agreement; (f) the original or a copy of the preliminary title report (or equivalent thereof) on the Mortgaged Property; and (g) if the mortgage note, the Mortgage, any assignment of Mortgage or any other related document has been signed by a person on behalf of the mortgagor, the original power of attorney or other instrument that authorized and empowered such person to sign, or a duplicate or conformed copy of the power of attorney or other instrument, together with a certification of an officer of the Seller or of the applicable title insurance company, escrow company or other comparable closing agent certifying that such copy represents a true and correct copy of the original. The Seller shall, promptly upon receipt thereof, deliver to the Purchaser, or its designee, the original Mortgage or assignment, as the case may be, with evidence of recording indicated thereon, in each instance where a copy thereof certified by the Seller, escrow company, title insurer, other closing agent or the appropriate governmental recording office was delivered to the Purchaser or its designee. In the event the Seller cannot deliver any recorded Mortgage or assignment of a Mortgage to the ~~Trustee~~ Purchaser or its assignee for any ~~prior assignment is in the process of being recorded on the Closing Date~~reason, the Seller shall deliver or cause to be delivered to the Purchaser or its assignee a ~~copy thereof~~photocopy of such Mortgage or assignment, as the case may be, certified by ~~WFHM or~~ the ~~applicable WFHM Correspondent~~ appropriate county recorder's office to be a true and complete copy of the original thereof. If a copy of the closing instructions has been delivered by the Seller in lieu of a title insurance policy, the Seller shall use its best reasonable efforts to deliver to the Purchaser, or its designee, the related title insurance policy within 120 days of the Closing Date. In the event that any document ~~sent~~ specified in paragraphs (a) through (e) and (g) above for any Mortgage Loan is not delivered to the Purchaser within 120 days following the related Closing Date, upon written request of the Purchaser the Seller shall repurchase such Mortgage Loan at a price equal to the sum of (i) 100% of the outstanding principal balance thereof, (ii) unpaid accrued interest thereon from the due date as to which interest was last paid by the Mortgagor to the first day of the month following the month of repurchase at a rate equal to the related Mortgage Rate, and (iii) all amounts advanced by the Servicer or any other person on the Mortgage Loan and not reimbursed together with unpaid Servicing Fees (as defined in the related Servicing Agreement). Notwithstanding the foregoing, (i) the obligation of the Seller to deliver any document specified in (g) above shall be deemed to have been satisfied upon the delivery to the Purchaser of a duplicate or conformed copy of the power of attorney or other instrument that authorized and empowered any person to sign a mortgage note, Mortgage, assignment of Mortgage or any other related document, together with a certification of an officer of the Seller or of the applicable title insurance company, escrow company or other comparable closing agent certifying that such copy represents a true and correct copy of the original; and (ii) in the event that any original recorded document required to be delivered pursuant to paragraphs (b) or (c) above has not been delivered to the Purchaser within 120 days following the Closing Date due to circumstances that are not within the control of the Seller, the Seller shall deliver to the Purchaser, prior to the expiration of such 120 day period, an officer's certificate of the Seller which shall (A) identify the undelivered document, (B) state that the recorded document has not been delivered to the Purchaser due solely to circumstances that are not within the control of the Seller and identify such circumstances, and (C) state the date the document was delivered to the public recording office. In the event the Seller is unable to deliver such recorded document or a photocopy of such document certified by the appropriate county recorder's office to be a true and complete copy of the original thereof within 365 days following the Closing Date, upon written request of the Purchaser the Seller shall repurchase such Mortgage Loan at the repurchase price specified above. In the event that any assignment is lost or returned unrecorded because of a defect therein, the Seller shall prepare a substitute assignment or cure such defect and record such cured or substituted assignment, at the expense of the Seller, in accordance with this Section 3. The Seller shall also pay the fees of the Custodian (or its designee) incurred in connection with the removal and replacement of any assignment of Mortgage delivered for recording, as well as the fees of the Custodian (or its designee) incurred in connection with the addition of any title insurance policy or recorded Mortgage to the related Mortgage File. With respect to any Whole Loan Transfer by the Initial Purchaser, the Seller shall, promptly upon the request of the Initial Purchaser, deliver to the Custodian or its designee original assignments of the Mortgages for the related Mortgage Loans, without recourse and in blank, to be executed by either "Bankers Trust Company, as trustee," or "Bankers Trust Company, as trustee for the holders of DLJ Mortgage Acceptance Corp. Mortgage Pass-Through Certificates," as applicable, in recordable form and sufficient under the laws of the jurisdictions wherein the related Mortgaged Properties are located to reflect of record the sale of such Mortgages upon the completion of such assignments. The Seller shall use its best efforts to cause ~~each~~ the Custodian or its designee to execute such assignments as provided in the preceding sentence and to deliver them in accordance with the Initial Purchaser's instructions. The Seller shall not be liable for the Custodian's or its designee's failure to timely execute and deliver any assignment as provided in this paragraph. Subsequent to a Whole Loan Transfer or Pass-Through Transfer by the Initial Purchaser, the Seller shall deliver to the Purchaser or its designee all original ~~recorded document or certified copy thereof~~ documents relating to be the Mortgage Loans that have not previously been delivered to the ~~Trustee promptly following its recordation~~Purchaser, ~~but~~ an affiliate thereof or the Custodian in ~~no event later than one (1) year following~~ trust for the ~~Closing Date. If any Mortgage has been recorded in the name of Mortgage Electronic Registration System, Inc. ("MERS") or its designee, no assignment of Mortgage in favor~~ benefit of the ~~Trustee will be~~ Purchaser or any assignee, transferee or designee of the Purchaser, other than original documents required to be ~~prepared or delivered~~ held by the Seller pursuant to applicable mortgage lending laws and ~~instead~~rules and regulations of the jurisdiction in which the related Mortgaged Property is located (in lieu of which the Seller shall deliver photocopies), and any person's possession of any such documents on behalf of the Purchaser shall be at the will of the Purchaser and any documents held by the Servicer shall be for the sole purpose of servicing the related Mortgage Loan and such possession by such person shall be in a custodial capacity only. Upon sale of any Mortgage Loan by the Seller to the Purchaser hereunder, the ~~Master Servicer shall take all actions as are necessary to cause the Trust Estate to be shown as the owner~~ ownership of the related Mortgage ~~Loan on~~ Note, the ~~records of MERS for~~ related Mortgage and the ~~purpose~~ contents of the ~~system of recording transfers of beneficial~~ related Mortgage File shall be vested in the Purchaser and the ownership of ~~mortgages maintained by MERS. The Seller shall also cause~~ all records and documents with respect to ~~be delivered to the Trustee any other original mortgage loan document to be included in the Owner~~ such Mortgage Loan ~~File if a copy thereof has been delivered. The Seller shall pay from its own funds, without any right of reimbursement therefor,~~ prepared by or that come into the ~~amount of any costs, liabilities and expenses incurred by the Trust Estate by reason of the failure~~ possession of the Seller ~~to cause to~~ shall immediately vest in the Purchaser and shall be ~~delivered~~ retained and maintained, in trust, by the Seller at the will of the Purchaser in such custodial capacity only. The Seller's records shall accurately reflect the sale of each Mortgage Loan to the Trustee within one (1) year following the Closing Date any original Mortgage or assignment of a Mortgage (except with respect to any Mortgage recorded in the name of MERS) not delivered to the Trustee on the Closing Date. In lieu of recording an assignment of any Mortgage the Seller may, to the extent set forth in the applicable Servicing Agreement, deliver or cause to be delivered to the Trustee the assignment of the Mortgage Loan from the Seller to the Trustee in a form suitable for recordation, if (i) with respect to a particular state the Trustee has received an Opinion of Counsel acceptable to it that such recording is not required to make the assignment effective against the parties to the Mortgage or subsequent purchasers or encumbrancers of the Mortgaged Property or (ii) the Seller has been advised by each Rating Agency that non-recordation in a state will not result in a reduction of the rating assigned by that Rating Agency at the time of the initial issuance of the CertificatesPurchaser. In the event that any original document held by the ~~Master Servicer receives notice that recording~~ Seller is required to protect the right, title and interest of the Trustee in and to any such Mortgage Loan for which recordation of an assignment has not previously been required, the Master Servicer shall promptly notify the Trustee and the Trustee shall within five Business Days (or such other reasonable period of time mutually agreed upon by the Master Servicer and the Trustee) of its receipt of such notice deliver each previously unrecorded assignment pursuant to the ~~related Servicer for recordation~~terms of this Section 3 to be a part of a Mortgage File, such document shall be delivered promptly to the Purchaser or its designee.

Appears in 1 contract

Samples: Master Mortgage Loan Purchase Agreement (BNC Mortgage Inc)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Sec Corp Mort Pass THR Cert Ser 2000-11)

Conveyance of Mortgage Loans. ~~The Seller, concurrently with the execution and delivery hereof, does hereby assign~~ With respect to the ~~Trustee~~---------------------------- Mortgage Loans included in any Mortgage Loan Package, the Seller hereby agrees to transfer, assign, set over and otherwise convey to the Purchaser, without recourse but subject to the terms of this Agreement, on the related Closing Date, all the right, title and interest of the Seller in and to ~~(a)~~ the ~~Trust Estate, including all interest (other than~~ Mortgage Loans identified on the ~~portion~~related Mortgage Loan Schedule as of such Closing Date. Each Mortgage Loan Schedule shall conform to the requirements of the Purchaser as set forth in this Agreement. Each Mortgage Loan Schedule shall be amended on the related Closing Date, if ~~any~~necessary, ~~representing~~ to reflect the ~~Fixed Retained Yield) and principal received~~ Mortgage Loans accepted by the Purchaser on such Closing Date in accordance with Section 5 hereof. In connection with any such transfer and assignment, the Seller ~~on or~~ shall execute and deliver to the Purchaser an Assignment and Conveyance, substantially in the form of Exhibit 8 annexed hereto, with respect to the related Mortgage Loans ~~after the Cut-Off Date (~~and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the Servicers under the Servicing Agreements with respect to the Mortgage Loans, and (d) proceeds of all the foregoing. In connection with such assignment, the Seller shall, with respect to each Mortgage Loan, shall deliver, or cause to be delivered, to the ~~Trustee~~Custodian or its designee, ~~as initial Custodian, on~~ the documents or instruments specified below with respect to each such Mortgage Loan (each a "Mortgage File"). On or before the Closing ~~Date~~Date for any such transfer and assignment, each of the related Mortgage Files shall have been delivered by the Seller to the Custodian and shall be held by the Custodian pursuant to the Tri-Party Custodial Agreement dated March __, 1998 (as amended, supplemented or otherwise modified from time to time, the "Custody Agreement"), among the Purchaser, the Seller and the Custodian, until the Custody Agreement is terminated as to the related Mortgage Loan. All Mortgage Files so delivered shall be held by the Custodian in escrow at all times prior to the related Closing Dates for the benefit of the Purchaser under the Custody Agreement. Each Mortgage File shall contain the following documents: (a) the original mortgage note, naming the Seller as the holder/payee thereof (or, if the Seller is not the original holder/payee thereof, bearing all endorsements necessary to evidence a complete and unbroken chain of endorsements from the original holder/payee to the Seller) and endorsed by the Seller "Pay to the order of __________, without recourse"; (b) the original mortgage, security deed, deed of trust or other security instrument ("Mortgage"), naming the Seller as the "mortgagee" or "beneficiary" thereof (or, if the Seller is not the original mortgagee/beneficiary thereof, such Mortgage together with all assignments necessary to evidence a complete and unbroken chain of intervening assignments from the original mortgagee/beneficiary to the Seller) and bearing evidence that such instrument has been recorded in the appropriate jurisdiction where the Mortgaged Property is located (or, in lieu of the original of the recorded Mortgage, a duplicate or conformed copy of the Mortgage, together with a certificate of an ~~Owner~~ officer of either (i) the Seller or (ii) a representative of the escrow company, title insurer or other closing agent certifying that such copy represents a true and correct copy of the original and that such original has been submitted for recordation in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located, or a certificate of receipt from the recording office, certifying that such copy represents a true and correct copy of the original and that such original has been submitted for recordation in the appro priate governmental recording office of the jurisdiction where the Mortgaged Property is located); (c) an original assignment of the Mortgage executed at the direction of the Purchaser by the Seller, without recourse, to either (i) "Bankers Trust Company, as trustee," (ii) "Bankers Trust Company, as trustee for the holders of DLJ Mortgage Acceptance Corp. Mortgage Pass-Through Certificates," or (iii) in blank, with evidence of recording thereon (except with respect to any assignments of Mortgage that are delivered in blank) and the original of any intervening assignment or assignments of the Mortgage, including any warehousing assignment, necessary to evidence a complete and unbroken chain of assignments from the original mortgagee/beneficiary to the Seller and bearing evidence that each such instrument has been recorded in the appropriate jurisdiction where the Mortgaged Property is located (or, in lieu of any such original recorded assignment of Mortgage or any such original recorded intervening assignment of Mortgage, a duplicate or conformed copy of such assignment of Mortgage, together with a certificate of an officer of the Seller certifying that such copy represents a true and correct copy of the original and that such original has been submitted for recordation in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located, or a certificate of receipt from the recording office, certifying that such copy represents a true and correct copy of the original and that such original has been submitted for recordation in the appropriate governmental recording office of the juris diction where the Mortgaged Property is located); (d) the original lender's title insurance policy, or, if such policy has not been issued and if the Mortgage Loan ~~File. If~~ was funded through a title insurance company or other comparable closing agent pursuant to closing instructions precluding the title insurance company or other comparable closing agent from funding until it is prepared to issue the required title insurance coverage, a copy of such closing instructions; (e) the original of any assumption, modification, extension or guaranty agreement; (f) the original or a copy of the preliminary title report (or equivalent thereof) on the Mortgaged Property; and (g) if the mortgage note, the Mortgage, any assignment of Mortgage or any other related document has been signed by a person on behalf of the mortgagor, the original power of attorney or other instrument that authorized and empowered such person to sign, or a duplicate or conformed copy of the power of attorney or other instrument, together with a certification of an officer of the Seller or of the applicable title insurance company, escrow company or other comparable closing agent certifying that such copy represents a true and correct copy of the original. The Seller shall, promptly upon receipt thereof, deliver to the Purchaser, or its designee, the original Mortgage or assignment, as the case may be, with evidence of recording indicated thereon, in each instance where a copy thereof certified by the Seller, escrow company, title insurer, other closing agent or the appropriate governmental recording office was delivered to the Purchaser or its designee. In the event the Seller cannot deliver any recorded Mortgage or assignment of a Mortgage to the ~~Trustee~~ Purchaser or its assignee for any ~~prior assignment is in the process of being recorded on the Closing Date~~reason, the Seller shall deliver or cause to be delivered to the Purchaser or its assignee a ~~copy thereof~~photocopy of such Mortgage or assignment, as the case may be, certified by ~~WFHM or~~ the ~~applicable WFHM Correspondent~~ appropriate county recorder's office to be a true and complete copy of the original thereof. If a copy of the closing instructions has been delivered by the Seller in lieu of a title insurance policy, the Seller shall use its best reasonable efforts to deliver to the Purchaser, or its designee, the related title insurance policy within 120 days of the Closing Date. In the event that any document ~~sent~~ specified in paragraphs (a) through (e) and (g) above for any Mortgage Loan is not delivered to the Purchaser within 120 days following the related Closing Date, upon written request of the Purchaser the Seller shall repurchase such Mortgage Loan at a price equal to the sum of (i) 100% of the outstanding principal balance thereof, (ii) unpaid accrued interest thereon from the due date as to which interest was last paid by the Mortgagor to the first day of the month following the month of repurchase at a rate equal to the related Mortgage Rate, and (iii) all amounts advanced by the Servicer or any other person on the Mortgage Loan and not reimbursed together with unpaid Servicing Fees (as defined in the related Servicing Agreement). Notwithstanding the foregoing, (i) the obligation of the Seller to deliver any document specified in (g) above shall be deemed to have been satisfied upon the delivery to the Purchaser of a duplicate or conformed copy of the power of attorney or other instrument that authorized and empowered any person to sign a mortgage note, Mortgage, assignment of Mortgage or any other related document, together with a certification of an officer of the Seller or of the applicable title insurance company, escrow company or other comparable closing agent certifying that such copy represents a true and correct copy of the original; and (ii) in the event that any original recorded document required to be delivered pursuant to paragraphs (b) or (c) above has not been delivered to the Purchaser within 120 days following the Closing Date due to circumstances that are not within the control of the Seller, the Seller shall deliver to the Purchaser, prior to the expiration of such 120 day period, an officer's certificate of the Seller which shall (A) identify the undelivered document, (B) state that the recorded document has not been delivered to the Purchaser due solely to circumstances that are not within the control of the Seller and identify such circumstances, and (C) state the date the document was delivered to the public recording office. In the event the Seller is unable to deliver such recorded document or a photocopy of such document certified by the appropriate county recorder's office to be a true and complete copy of the original thereof within 365 days following the Closing Date, upon written request of the Purchaser the Seller shall repurchase such Mortgage Loan at the repurchase price specified above. In the event that any assignment is lost or returned unrecorded because of a defect therein, the Seller shall prepare a substitute assignment or cure such defect and record such cured or substituted assignment, at the expense of the Seller, in accordance with this Section 3. The Seller shall also pay the fees of the Custodian (or its designee) incurred in connection with the removal and replacement of any assignment of Mortgage delivered for recording, as well as the fees of the Custodian (or its designee) incurred in connection with the addition of any title insurance policy or recorded Mortgage to the related Mortgage File. With respect to any Whole Loan Transfer by the Initial Purchaser, the Seller shall, promptly upon the request of the Initial Purchaser, deliver to the Custodian or its designee original assignments of the Mortgages for the related Mortgage Loans, without recourse and in blank, to be executed by either "Bankers Trust Company, as trustee," or "Bankers Trust Company, as trustee for the holders of DLJ Mortgage Acceptance Corp. Mortgage Pass-Through Certificates," as applicable, in recordable form and sufficient under the laws of the jurisdictions wherein the related Mortgaged Properties are located to reflect of record the sale of such Mortgages upon the completion of such assignments. The Seller shall use its best efforts to cause ~~each~~ the Custodian or its designee to execute such assignments as provided in the preceding sentence and to deliver them in accordance with the Initial Purchaser's instructions. The Seller shall not be liable for the Custodian's or its designee's failure to timely execute and deliver any assignment as provided in this paragraph. Subsequent to a Whole Loan Transfer or Pass-Through Transfer by the Initial Purchaser, the Seller shall deliver to the Purchaser or its designee all original ~~recorded document or certified copy thereof~~ documents relating to be the Mortgage Loans that have not previously been delivered to the ~~Trustee promptly following its recordation~~Purchaser, ~~but~~ an affiliate thereof or the Custodian in ~~no event later than one (1) year following~~ trust for the ~~Closing Date. If any Mortgage has been recorded in the name of Mortgage Electronic Registration System, Inc. ("MERS") or its designee, no assignment of Mortgage in favor~~ benefit of the ~~Trustee will be~~ Purchaser or any assignee, transferee or designee of the Purchaser, other than original documents required to be ~~prepared or delivered~~ held by the Seller pursuant to applicable mortgage lending laws and ~~instead~~rules and regulations of the jurisdiction in which the related Mortgaged Property is located (in lieu of which the Seller shall deliver photocopies), and any person's possession of any such documents on behalf of the Purchaser shall be at the will of the Purchaser and any documents held by the Servicer shall be for the sole purpose of servicing the related Mortgage Loan and such possession by such person shall be in a custodial capacity only. Upon sale of any Mortgage Loan by the Seller to the Purchaser hereunder, the ~~Master Servicer shall take all actions as are necessary to cause the Trust Estate to be shown as the owner~~ ownership of the related Mortgage ~~Loan on~~ Note, the ~~records of MERS for~~ related Mortgage and the ~~purpose~~ contents of the ~~system of recording transfers of beneficial~~ related Mortgage File shall be vested in the Purchaser and the ownership of ~~mortgages maintained by MERS. The Seller shall also cause~~ all records and documents with respect to ~~be delivered to the Trustee any other original mortgage loan document to be included in the Owner~~ such Mortgage Loan ~~File if a copy thereof has been delivered. The Seller shall pay from its own funds, without any right of reimbursement therefor,~~ prepared by or that come into the ~~amount of any costs, liabilities and expenses incurred by the Trust Estate by reason of the failure~~ possession of the Seller ~~to cause to~~ shall immediately vest in the Purchaser and shall be ~~delivered~~ retained and maintained, in trust, by the Seller at the will of the Purchaser in such custodial capacity only. The Seller's records shall accurately reflect the sale of each Mortgage Loan to the Trustee within one (1) year following the Closing Date any original Mortgage or assignment of a Mortgage (except with respect to any Mortgage recorded in the name of MERS) not delivered to the Trustee on the Closing Date. In lieu of recording an assignment of any Mortgage the Seller may, to the extent set forth in the applicable Servicing Agreement, deliver or cause to be delivered to the Trustee the assignment of the Mortgage Loan from the Seller to the Trustee in a form suitable for recordation, if (i) with respect to a particular state the Trustee has received an Opinion of Counsel acceptable to it that such recording is not required to make the assignment effective against the parties to the Mortgage or subsequent purchasers or encumbrancers of the Mortgaged Property or (ii) the Seller has been advised by each Rating Agency that non-recordation in a state will not result in a reduction of the rating assigned by that Rating Agency at the time of the initial issuance of the CertificatesPurchaser. In the event that any original document held by the ~~Master Servicer receives notice that recording~~ Seller is required to protect the right, title and interest of the Trustee in and to any such Mortgage Loan for which recordation of an assignment has not previously been required, the Master Servicer shall promptly notify the Trustee and the Trustee shall within five Business Days (or such other reasonable period of time mutually agreed upon by the Master Servicer and the Trustee) of its receipt of such notice deliver each previously unrecorded assignment pursuant to the ~~related Servicer for recordation~~terms of this Section 3 to be a part of a Mortgage File, such document shall be delivered promptly to the Purchaser or its designee.

Appears in 1 contract

Samples: Master Mortgage Loan Purchase Agreement (BNC Mortgage Inc)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Norwest Asset Securities Corp)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Securites Corp Mor Bk Sec 2001-16 Trust)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Sec Corp Mort Pass THR Cert Ser 2001-12)

Conveyance of Mortgage Loans. The Seller, concurrently with the execution and delivery hereof, does hereby assign to the Trustee, without recourse all the right, title and interest of the Seller in and to (a) the Trust Estate, including all interest ~~(other than the portion, if any, representing the Fixed Retained Yield)~~ and principal received by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the Servicers under the Servicing Agreements with respect to the Mortgage Loans, (d) the right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan and (de) proceeds of all the foregoing. In connection with such assignment, the Seller shall, with respect to each Mortgage Loan, deliver, or cause to be delivered, to the ~~Trustee, as initial~~ Custodian, on or before the Closing ~~Date~~Date the following documents or instruments with respect to each Mortgage Loan. (i) The original Mortgage Note, endorsed in blank, with all prior and intervening endorsements as may be necessary to show a complete chain of endorsements. With respect to any Mortgage Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit with a copy of the Mortgage Note; (ii) The original recorded Mortgage with evidence of recordation noted thereon or attached thereto, together with any addenda or riders thereto, or a copy of such recorded Mortgage with such evidence of recordation certified to be true and correct by the appropriate governmental recording office; or a copy of such recorded Mortgage with such evidence of recordation, or if the original Mortgage has been submitted for recordation but has not been returned from the applicable public recording office, a copy of the Mortgage certified by an officer of WFHM or the applicable WFHM Correspondent to be a true and correct copy of the original Mortgage submitted for recordation; (iii) For each MERS Mortgage Loan that is not a MOM Mortgage Loan, the original assignment showing MERS as the assignee of the Mortgage, with evidence of recording thereon or copies thereof certified by an officer of WFHM or the applicable WFHM Correspondent to have been submitted for recordation; (iv) A recorded original assignment of the related Mortgage from WFHM assigning the related Mortgage to the Trustee (which may be assigned in blank), certified by the recording office, or, if such assignment is in the process of being recorded, a copy of the related Mortgage transmitted for recordation certified by an officer of WFHM or applicable WFHM Correspondent to be a true and correct copy of such assignment submitted for recordation; provided, however, if recordation is not required as described below, an ~~Owner~~ assignment in recordable form (which may be assigned in blank) with respect to the related Mortgage; (v) Each original recorded intervening assignment of the Mortgage as may be necessary to show a complete chain of title from the Mortgage Loan ~~File~~originator to WFHM, with evidence of recordation noted thereon or attached thereto, or a copy of such assignment with such evidence of recordation to be true and correct by the appropriate governmental recording office, or, if any such assignment has been submitted for recordation but has not been returned from the applicable public recording office or is not otherwise available, a copy of such assignment certified by an officer of WFHM or the applicable WFHM Correspondent to be a true and correct copy of the recorded assignment submitted for recordation; (vi) The original policy of the title insurance or certificate of title insurance or a written commitment to issue such a title insurance policy or certificate of title insurance, or a copy of such title insurance certified as true and correct by the applicable insurer or any attorney's certificate of title with an Officer's Certificate of WFHM or the applicable WFHM Correspondent that such attorney's certificate of title is customarily used in lieu of a title insurance policy in the jurisdiction in which the related mortgage property is located; (vii) The original of each assumption agreement, modification, written assurance or substitution agreement pertaining to such Mortgage Loan, if any, or, if such document is in the process of being recorded, a copy of such document, certified by an officer of WFHM or the applicable WFHM Correspondent of such Mortgage Loan or by the applicable title insurance company, closing agent, settlement agent, escrow agent or closing attorney to be a true and correct copy of such document transmitted for recordation, if any; and (viii) For each Mortgage Loan secured by Co-op Shares, the originals of the following documents or instruments: (a) The loan security agreement; (b) The stock certificate; (c) The stock power, executed in blank; (d) The executed proprietary lease; (e) The executed recognition agreement; (f) The executed assignment of recognition agreement; (g) The executed UCC-1 financing statement with evidence of recording thereon; and (h) The executed UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken chain from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation). If any Mortgage or an assignment of a Mortgage to the Trustee or any prior assignment is in the process of being recorded on the Closing Date, the Seller shall ~~deliver a copy thereof, certified by WFHM or the applicable WFHM Correspondent to be a true and complete copy of the document sent for recording, and the Seller shall~~ use its best efforts to cause each such original recorded document or certified copy thereof to be delivered to the ~~Trustee~~ Custodian promptly following its recordation, but in no event later than one (1) year following the Closing Date. If any Mortgage has been recorded in the name of ~~Mortgage Electronic Registration System, Inc. ("MERS")~~ MERS or its designee, no assignment of Mortgage in favor of the Trustee will be required to be prepared or delivered and instead, the Master Servicer shall take all actions as are necessary to cause the Trust Estate to be shown as the owner of the related Mortgage Loan on the records of MERS for the purpose of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. The Seller shall also cause to be delivered to the ~~Trustee~~ Custodian any other original mortgage loan document ~~to be~~ included in the Owner Mortgage Loan File if a copy thereof has been delivered. The Seller shall pay from its own funds, without any right of reimbursement therefor, the amount of any costs, liabilities and expenses incurred by the Trust Estate by reason of the failure of the Seller to cause to be delivered to the ~~Trustee~~ Custodian within one (1) year following the Closing Date any original Mortgage or assignment of a Mortgage (except with respect to any Mortgage recorded in the name of MERS) not delivered to the ~~Trustee~~ Custodian on the Closing Date. In lieu of recording an assignment of any Mortgage the Seller may, ~~to the extent set forth in the applicable Servicing Agreement,~~ deliver or cause to be delivered to the ~~Trustee~~ Custodian the assignment of the Mortgage Loan ~~from the Seller~~ to the Trustee in a form suitable for recordation, if (i) with respect to a particular state the Trustee has received an Opinion of Counsel acceptable to it that such recording is not required to make the assignment effective against the parties to the Mortgage or subsequent purchasers or ~~encumbrancers~~ encumbrances of the Mortgaged Property or (ii) the Seller has been advised by each Rating Agency that non-recordation in a state will not result in a reduction of the rating assigned by that Rating Agency at the time of ~~the~~ initial issuance of the Certificates. In the event that the ~~Master Servicer~~ Custodian receives notice that recording is required to protect the right, title and interest of the Trustee in and to any such Mortgage Loan for which recordation of an assignment has not previously been required, the ~~Master Servicer~~ Custodian shall promptly notify the Trustee and the ~~Trustee~~ Custodian shall within five Business Days (or such other reasonable period of time mutually agreed upon by the ~~Master Servicer~~ Custodian and the Trustee) of its receipt of such notice deliver each previously unrecorded assignment to the related Servicer for recordation.. Except where endorsements in blank are authorized, endorsements of any Mortgage Notes shall comply with the following format: WITHOUT RECOURSE PAY TO THE ORDER OF: WACHOVIA BANK, NATIONAL ASSOCIATION, AS TRUSTEE under the pooling and servicing agreement dated as of [date]. and its successors and assigns, Xxxxx Fargo Home Mortgage, Inc. [Signature of Officer] [Officer's Name and Title] Except where assignments in blank are authorized or in the case of any Mortgage registered in the name of MERS, assignments of any Mortgage shall comply with the following: WACHOVIA BANK, NATIONAL ASSOCIATION, AS TRUSTEE and its successors and assigns

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Sec Corp Mort Pass THR Certs Ser 2003-A)

Conveyance of Mortgage Loans. The Seller, concurrently with the execution and delivery hereof, does hereby assign to the Trustee, without recourse all the right, title and interest of the Seller in and to (a) the Trust Estate, including all interest ~~(other than the portion, if any, representing the Fixed Retained Yield)~~ and principal received by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the Servicers under the Servicing Agreements with respect to the Mortgage Loans, (d) the right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan and (de) proceeds of all the foregoing. In connection with such assignment, the Seller shall, with respect to each Mortgage Loan, deliver, or cause to be delivered, to the ~~Trustee, as initial~~ Custodian, on or before the Closing ~~Date~~Date the following documents or instruments with respect to each Mortgage Loan. (i) The original Mortgage Note, endorsed in blank, with all prior and intervening endorsements as may be necessary to show a complete chain of endorsements. With respect to any Mortgage Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit with a copy of the Mortgage Note; (ii) The original recorded Mortgage with evidence of recordation noted thereon or attached thereto, together with any addenda or riders thereto, or a copy of such recorded Mortgage with such evidence of recordation certified to be true and correct by the appropriate governmental recording office; or a copy of such recorded Mortgage with such evidence of recordation, or if the original Mortgage has been submitted for recordation but has not been returned from the applicable public recording office, a copy of the Mortgage certified by an officer of WFHM or the applicable WFHM Correspondent to be a true and correct copy of the original Mortgage submitted for recordation; (iii) For each MERS Mortgage Loan that is not a MOM Mortgage Loan, the original assignment showing MERS as the assignee of the Mortgage, with evidence of recording thereon or copies thereof certified by an officer of WFHM or the applicable WFHM Correspondent to have been submitted for recordation; (iv) A recorded original assignment of the related Mortgage from WFHM assigning the related Mortgage to the Trustee (which may be assigned in blank), certified by the recording office, or, if such assignment is in the process of being recorded, a copy of the related Mortgage transmitted for recordation certified by an officer of WFHM or applicable WFHM Correspondent to be a true and correct copy of such assignment submitted for recordation; provided, however, if recordation is not required as described below, an ~~Owner~~ assignment in recordable form (which may be assigned in blank) with respect to the related Mortgage; (v) Each original recorded intervening assignment of the Mortgage as may be necessary to show a complete chain of title from the Mortgage Loan ~~File~~originator to WFHM, with evidence of recordation noted thereon or attached thereto, or a copy of such assignment with such evidence of recordation to be true and correct by the appropriate governmental recording office, or, if any such assignment has been submitted for recordation but has not been returned from the applicable public recording office or is not otherwise available, a copy of such assignment certified by an officer of WFHM or the applicable WFHM Correspondent to be a true and correct copy of the recorded assignment submitted for recordation; (vi) The original policy of the title insurance or certificate of title insurance or a written commitment to issue such a title insurance policy or certificate of title insurance, or a copy of such title insurance certified as true and correct by the applicable insurer or any attorney's certificate of title with an Officer's Certificate of WFHM or the applicable WFHM Correspondent that such attorney's certificate of title is customarily used in lieu of a title insurance policy in the jurisdiction in which the related mortgage property is located; (vii) The original of each assumption agreement, modification, written assurance or substitution agreement pertaining to such Mortgage Loan, if any, or, if such document is in the process of being recorded, a copy of such document, certified by an officer of WFHM or the applicable WFHM Correspondent of such Mortgage Loan or by the applicable title insurance company, closing agent, settlement agent, escrow agent or closing attorney to be a true and correct copy of such document transmitted for recordation, if any; and (viii) For each Mortgage Loan secured by Co-op Shares, the originals of the following documents or instruments: (a) The loan security agreement; (b) The stock certificate; (c) The stock power, executed in blank; (d) The executed proprietary lease; (e) The executed recognition agreement; (f) The executed assignment of recognition agreement; (g) The executed UCC-1 financing statement with evidence of recording thereon; (h) The executed UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken chain from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation). If any Mortgage or an assignment of a Mortgage to the Trustee or any prior assignment is in the process of being recorded on the Closing Date, the Seller shall ~~deliver a copy thereof, certified by WFHM or the applicable WFHM Correspondent to be a true and complete copy of the document sent for recording, and the Seller shall~~ use its best efforts to cause each such original recorded document or certified copy thereof to be delivered to the ~~Trustee~~ Custodian promptly following its recordation, but in no event later than one (1) year following the Closing Date. If any Mortgage has been recorded in the name of ~~Mortgage Electronic Registration System, Inc. ("MERS")~~ MERS or its designee, no assignment of Mortgage in favor of the Trustee will be required to be prepared or delivered and instead, the Master Servicer shall take all actions as are necessary to cause the Trust Estate to be shown as the owner of the related Mortgage Loan on the records of MERS for the purpose of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. The Seller shall also cause to be delivered to the ~~Trustee~~ Custodian any other original mortgage loan document ~~to be~~ included in the Owner Mortgage Loan File if a copy thereof has been delivered. The Seller shall pay from its own funds, without any right of reimbursement therefor, the amount of any costs, liabilities and expenses incurred by the Trust Estate by reason of the failure of the Seller to cause to be delivered to the ~~Trustee~~ Custodian within one (1) year following the Closing Date any original Mortgage or assignment of a Mortgage (except with respect to any Mortgage recorded in the name of MERS) not delivered to the ~~Trustee~~ Custodian on the Closing Date. In lieu of recording an assignment of any Mortgage the Seller may, ~~to the extent set forth in the applicable Servicing Agreement,~~ deliver or cause to be delivered to the ~~Trustee~~ Custodian the assignment of the Mortgage Loan ~~from the Seller~~ to the Trustee in a form suitable for recordation, if (i) with respect to a particular state the Trustee has received an Opinion of Counsel acceptable to it that such recording is not required to make the assignment effective against the parties to the Mortgage or subsequent purchasers or ~~encumbrancers~~ encumbrances of the Mortgaged Property or (ii) the Seller has been advised by each Rating Agency that non-recordation in a state will not result in a reduction of the rating assigned by that Rating Agency at the time of ~~the~~ initial issuance of the Certificates. In the event that the ~~Master Servicer~~ Custodian receives notice that recording is required to protect the right, title and interest of the Trustee in and to any such Mortgage Loan for which recordation of an assignment has not previously been required, the ~~Master Servicer~~ Custodian shall promptly notify the Trustee and the ~~Trustee~~ Custodian shall within five Business Days (or such other reasonable period of time mutually agreed upon by the ~~Master Servicer~~ Custodian and the Trustee) of its receipt of such notice deliver each previously unrecorded assignment to the related Servicer for recordation.. Except where endorsements in blank are authorized, endorsements of any Mortgage Notes shall comply with the following format: WITHOUT RECOURSE PAY TO THE ORDER OF: WACHOVIA BANK, NATIONAL ASSOCIATION, AS TRUSTEE under the pooling and servicing agreement dated as of [date]. and its successors and assigns, Wells Xxxxx Home Mortgage, Inc. [Signature of Officer] [Officer's Name and Title] Except where assignments in blank are authorized or in the case of any Mortgage registered in the name of MERS, assignments of any Mortgage shall comply with the following: WACHOVIA BANK, NATIONAL ASSOCIATION, AS TRUSTEE and its successors and assigns

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Securities Corp Mort Pas THR Cert Ser 03 3)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Norwest Asset Sec Corp Mort Pass THR Cert Ser 1999-23)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Norwest Asset Secs Corp Mort Pas THR Cert Ser 1997-04 Tr)

Conveyance of Mortgage Loans. The Seller, concurrently with the execution and delivery hereof, does hereby assign to the Trustee, without recourse all the right, title and interest of the Seller in and to (a) the Trust Estate, including all interest ~~(other than the portion, if any, representing the Fixed Retained Yield)~~ and principal received by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the Servicers under the Servicing Agreements with respect to the Mortgage Loans, (d) the right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan and (de) proceeds of all the foregoing. In connection with such assignment, the Seller shall, with respect to each Mortgage Loan, deliver, or cause to be delivered, to the ~~Trustee, as initial~~ Custodian, on or before the Closing ~~Date~~Date the following documents or instruments with respect to each Mortgage Loan. (i) The original Mortgage Note, endorsed in blank, with all prior and intervening endorsements as may be necessary to show a complete chain of endorsements. With respect to any Mortgage Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit with a copy of the Mortgage Note; (ii) The original recorded Mortgage with evidence of recordation noted thereon or attached thereto, together with any addenda or riders thereto, or a copy of such recorded Mortgage with such evidence of recordation certified to be true and correct by the appropriate governmental recording office; or a copy of such recorded Mortgage with such evidence of recordation, or if the original Mortgage has been submitted for recordation but has not been returned from the applicable public recording office, a copy of the Mortgage certified by an officer of WFHM or the applicable WFHM Correspondent to be a true and correct copy of the original Mortgage submitted for recordation; (iii) For each MERS Mortgage Loan that is not a MOM Mortgage Loan, the original assignment showing MERS as the assignee of the Mortgage, with evidence of recording thereon or copies thereof certified by an officer of WFHM or the applicable WFHM Correspondent to have been submitted for recordation; (iv) A recorded original assignment of the related Mortgage from WFHM assigning the related Mortgage to the Trustee (which may be assigned in blank), certified by the recording office, or, if such assignment is in the process of being recorded, a copy of the related Mortgage transmitted for recordation certified by an officer of WFHM or the applicable WFHM Correspondent to be a true and correct copy of such assignment submitted for recordation; provided, however, if recordation is not required as described below, an ~~Owner~~ assignment in recordable form (which may be assigned in blank) with respect to the related Mortgage; (v) Each original recorded intervening assignment of the Mortgage as may be necessary to show a complete chain of title from the Mortgage Loan ~~File~~originator to WFHM, with evidence of recordation noted thereon or attached thereto, or a copy of such assignment with such evidence of recordation to be true and correct by the appropriate governmental recording office, or, if any such assignment has been submitted for recordation but has not been returned from the applicable public recording office or is not otherwise available, a copy of such assignment certified by an officer of WFHM or the applicable WFHM Correspondent to be a true and correct copy of the recorded assignment submitted for recordation; (vi) The original policy of the title insurance or certificate of title insurance or a written commitment to issue such a title insurance policy or certificate of title insurance, or a copy of such title insurance certified as true and correct by the applicable insurer or any attorney's certificate of title with an Officer's Certificate of WFHM or the applicable WFHM Correspondent that such attorney's certificate of title is customarily used in lieu of a title insurance policy in the jurisdiction in which the related mortgage property is located; (vii) The original of each assumption agreement, modification, written assurance or substitution agreement pertaining to such Mortgage Loan, if any, or, if such document is in the process of being recorded, a copy of such document, certified by an officer of WFHM or the applicable WFHM Correspondent of such Mortgage Loan or by the applicable title insurance company, closing agent, settlement agent, escrow agent or closing attorney to be a true and correct copy of such document transmitted for recordation, if any; and (viii) For each Mortgage Loan secured by Co-op Shares, the originals of the following documents or instruments: (a) The loan security agreement; (b) The stock certificate; (c) The stock power, executed in blank; (d) The executed proprietary lease; (e) The executed recognition agreement; (f) The executed assignment of recognition agreement; (g) The executed UCC-1 financing statement with evidence of recording thereon; and (h) The executed UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken chain from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation). If any Mortgage or an assignment of a Mortgage to the Trustee or any prior assignment is in the process of being recorded on the Closing Date, the Seller shall ~~deliver a copy thereof, certified by WFHM or the applicable WFHM Correspondent to be a true and complete copy of the document sent for recording, and the Seller shall~~ use its best efforts to cause each such original recorded document or certified copy thereof to be delivered to the ~~Trustee~~ Custodian promptly following its recordation, but in no event later than one (1) year following the Closing Date. If any Mortgage has been recorded in the name of ~~Mortgage Electronic Registration System, Inc. ("MERS")~~ MERS or its designee, no assignment of Mortgage in favor of the Trustee will be required to be prepared or delivered and instead, the Master Servicer shall take all actions as are necessary to cause the Trust Estate to be shown as the owner of the related Mortgage Loan on the records of MERS for the purpose of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. The Seller shall also cause to be delivered to the ~~Trustee~~ Custodian any other original mortgage loan document ~~to be~~ included in the Owner Mortgage Loan File if a copy thereof has been delivered. The Seller shall pay from its own funds, without any right of reimbursement therefor, the amount of any costs, liabilities and expenses incurred by the Trust Estate by reason of the failure of the Seller to cause to be delivered to the ~~Trustee~~ Custodian within one (1) year following the Closing Date any original Mortgage or assignment of a Mortgage (except with respect to any Mortgage recorded in the name of MERS) not delivered to the ~~Trustee~~ Custodian on the Closing Date. In lieu of recording an assignment of any Mortgage the Seller may, ~~to the extent set forth in the applicable Servicing Agreement,~~ deliver or cause to be delivered to the ~~Trustee~~ Custodian the assignment of the Mortgage Loan ~~from the Seller~~ to the Trustee in a form suitable for recordation, if (i) with respect to a particular state the Trustee has received an Opinion of Counsel acceptable to it that such recording is not required to make the assignment effective against the parties to the Mortgage or subsequent purchasers or ~~encumbrancers~~ encumbrances of the Mortgaged Property or (ii) the Seller has been advised by each Rating Agency that non-recordation in a state will not result in a reduction of the rating assigned by that Rating Agency at the time of ~~the~~ initial issuance of the Certificates. In the event that the ~~Master Servicer~~ Custodian receives notice that recording is required to protect the right, title and interest of the Trustee in and to any such Mortgage Loan for which recordation of an assignment has not previously been required, the ~~Master Servicer~~ Custodian shall promptly notify the Trustee and the ~~Trustee~~ Custodian shall within five Business Days (or such other reasonable period of time mutually agreed upon by the ~~Master Servicer~~ Custodian and the Trustee) of its receipt of such notice deliver each previously unrecorded assignment to the related Servicer for recordation.. Except where endorsements in blank are authorized, endorsements of any Mortgage Notes shall comply with the following format: WITHOUT RECOURSE PAY TO THE ORDER OF: WACHOVIA BANK, NATIONAL ASSOCIATION, AS TRUSTEE under the pooling and servicing agreement dated as of [date]. and its successors and assigns, Wells Faxxx Xome Mortgage, Inc. [Signature of Officer] [Officer's Name and Title] Except where assignments in blank are authorized or in the case of any Mortgage registered in the name of MERS, assignments of any Mortgage shall comply with the following: WACHOVIA BANK, NATIONAL ASSOCIATION, AS TRUSTEE and its successors and assigns

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Sec Corp Mort Pa THR Cert Series 2003-C)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Securities Corp)

Conveyance of Mortgage Loans. ~~The Seller~~RWT, concurrently with the execution and delivery hereof, ~~does~~ hereby ~~assign~~ sells, transfers, assigns, sets over and otherwise conveys to ~~the Trustee~~Sequoia, without ~~recourse~~ recourse, all ~~the~~ of RWT's right, title and interest ~~of the Seller~~ in and to (a) the ~~Trust Estate~~Mortgage Loans, including the related Mortgage Documents and all interest ~~(other than the portion, if any, representing the Fixed Retained Yield)~~ and principal received or receivable by ~~the Seller~~ RWT on or with respect to the Mortgage Loans after the Cut-~~Off~~ off Date (and ~~including scheduled~~ all interest and principal payments ~~of principal and interest due after~~ on the Mortgage Loans received prior to the Cut-~~Off~~ off Date ~~but received by the Seller on or before the Cut-Off Date~~ in respect of installments of interest and ~~Unscheduled Principal Receipts received or applied on the Cut-Off Date~~principal due thereafter, but not including payments of interest and principal due and ~~interest due~~ payable on the Mortgage Loans on or before the Cut-~~Off~~ off Date), and all other proceeds received in respect of such Mortgage Loans, (b) RWT's rights under this Agreement, the Servicing Agreement, the Mortgage Loan Purchase and Sale Agreement, each as amended to date and modified by the related Acknowledgements, (c) the pledge, control and guaranty agreements and the Limited Purpose Surety Bond relating to the Additional Collateral Mortgage Loans, (d) the Insurance Policies, (ce) all cash, instruments or other property held or required to be deposited in the ~~obligations~~ Certificate Account or the Distribution Account, (f) property that secured a Mortgage Loan that has become an REO Property and (g) all proceeds of the ~~Servicers under~~ conversion, voluntary or involuntary, of any of the ~~Servicing Agreements with respect~~ foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. On or prior to the ~~Mortgage Loans~~Closing Date, ~~and (d) proceeds of all the foregoing. In connection with such assignment~~RWT shall deliver to Sequoia or, ~~the Seller shall, with respect to each Mortgage Loan, deliver, or cause to be delivered~~at Sequoia's direction, to the Trustee, ~~as initial Custodian, on or before~~ the ~~Closing Date, an Owner~~ Mortgage File for each Mortgage Loan ~~File. If any Mortgage or an assignment of a Mortgage to the Trustee or any prior assignment is~~ in the process of being recorded on the Closing Date, the Seller shall deliver a copy thereof, certified by WFHM or the applicable WFHM Correspondent to be a true and complete copy of the document sent for recording, and the Seller shall use its best efforts to cause each such original recorded document or certified copy thereof to be delivered to the Trustee promptly following its recordation, but in no event later than one (1) year following the Closing Date. If any Mortgage has been recorded in the name of Mortgage Electronic Registration System, Inc. ("MERS") or its designee, no assignment of Mortgage in favor of the Trustee will be required to be prepared or delivered and instead, the Master Servicer shall take all actions as are necessary to cause the Trust Estate to be shown as the owner of the related Mortgage Loan on the records of MERS for the purpose of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. The Seller shall also cause to be delivered to the Trustee any other original mortgage loan document to be included in the Owner Mortgage Loan File if a copy thereof has been delivered. The Seller shall pay from its own funds, without any right of reimbursement therefor, the amount of any costs, liabilities and expenses incurred by the Trust Estate by reason of the failure of the Seller to cause to be delivered to the Trustee within one (1) year following the Closing Date any original Mortgage or assignment of a Mortgage (except with respect to any Mortgage recorded in the name of MERS) not delivered to the Trustee on the Closing Date. In lieu of recording an assignment of any Mortgage the Seller may, to the extent manner set forth in Section 2.01 of the ~~applicable Servicing~~ Trust Agreement~~, deliver or cause to be delivered to the Trustee the assignment~~ . Such delivery of the Mortgage ~~Loan from~~ Files shall be made against payment by Sequoia of the ~~Seller~~ purchase price for the Mortgage Loans and related assets, which shall be cash wired to RWT's account. The amount of the ~~Trustee~~ cash payment by Xxxxxxx shall be set forth in writing in a ~~form suitable for recordation, if (i) with respect to a particular state the Trustee has received an Opinion~~ separate letter. Such conveyance of ~~Counsel acceptable to it that such recording is not required to make the assignment effective against the parties to~~ the Mortgage ~~or subsequent purchasers or encumbrancers of the Mortgaged Property or (ii~~100(sm) the Seller has been advised by each Rating Agency that non-recordation in a state will not result in a reduction of the rating assigned by that Rating Agency at the time of the initial issuance of the Certificates. In the event that the Master Servicer receives notice that recording is required to protect the right, title and interest of the Trustee in and to any such Mortgage Loan for which recordation of an assignment has not previously been required, the Master Servicer shall promptly notify the Trustee and the Trustee shall within five Business Days (or such other reasonable period of time mutually agreed upon by the Master Servicer and the Trustee) of its receipt of such notice deliver each previously unrecorded assignment to the related Servicer for recordation.Pledge Agreements and

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Merrill Lynch Mort Inv Inc Mo Pass THR Ce Se MLCC 2003f)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2002-a Trust)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Norwest Asset Securities Corp Mort Pass THR Cert Ser 1996-5)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Norwest Asset Sec Corp Mort Pass THR Cert Ser 1998-19 Trust)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Securities Corp Mor Pas THR Cer Se 2001-17)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Securities Corp Mort Pas THR Cert Se 02 19)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Sec Corp Mort Pass THR Cert Ser 2002 F)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Sec Corp Mort Pass THR Cert Ser 2000-2)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Norwest Asset Sec Corp Mort Pass THR Cert Ser 1997-16 Trust)

Conveyance of Mortgage Loans. ~~The Seller~~(a) Effective as of the Closing Date, ~~concurrently with~~ subject only to receipt of the ~~execution and delivery~~ purchase price referred to in Section 1 hereof, the Seller does hereby ~~assign~~ sell, transfer, assign, set over and otherwise convey to the ~~Trustee~~Purchaser, without ~~recourse~~ recourse, all the right, title and interest of the Seller in and to ~~(a)~~ the ~~Trust Estate, including all interest (~~Bank of America Mortgage Loans identified on the Mortgage Loan Schedule as of such date other than the ~~portion~~primary servicing rights. The Mortgage Loan Schedule, ~~if any~~as it may be amended, ~~representing the Fixed Retained Yield) and principal received by the Seller on or with respect~~ shall conform to the ~~Mortgage Loans after~~ requirements set forth in this Agreement and the ~~Cut-Off Date~~ Pooling and Servicing Agreement. (~~and including~~ b) The Purchaser or its assignee shall be entitled to receive all scheduled payments of principal and interest due after the Cut-~~Off~~ off Date, and all other recoveries of principal and interest collected after the Cut-off Date ~~but received by~~ (other than in respect of principal and interest on the ~~Seller~~ Bank of America Mortgage Loans due on or before the Cut-~~Off Date and Unscheduled Principal Receipts received or applied on the Cut-Off~~ off Date~~, but not including~~ ). All scheduled payments of principal and interest due on or before the ~~Mortgage Loans~~ Cut-off Date but collected after the Cut-off Date, and recoveries of principal and interest collected on or before the Cut-~~Off~~ off Date (only in respect of principal and interest on the Bank of America Mortgage Loans due on or before the Cut-off Date and principal prepayments thereon), shall belong to, and be promptly remitted to, the Seller. (c) The Seller hereby represents and warrants that it has, on behalf of the Purchaser, delivered to the Trustee, the documents and instruments specified below with respect to each Bank of America Mortgage Loan (each a "Mortgage File"). All Mortgage Files so delivered will be held by the Trustee in escrow at all times prior to the Closing Date. Each Mortgage File shall, except as otherwise disclosed on Exhibit B hereto, contain the following documents: (i) the original executed Mortgage Note (or a lost note affidavit and indemnity with a copy of such Mortgage Note attached thereto) together with any intervening endorsements thereon, endorsed (without recourse, representation or warranty, express or implied) to the order of NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, as trustee for the registered holders of First Union-Xxxxxx Brothers-Bank of America Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 1998-C2 or in blank; (ii) an original or copy of the Mortgage and any intervening assignments thereof, in each case with evidence of recording indicated thereon; (iii) an original or copy of any related Assignment of Leases (if such item is a document separate from the Mortgage), together with any intervening assignments thereof, in each case with evidence of recording indicated thereon; (iv) an original executed assignment, in recordable form, of (a) the Mortgage, (b) any related Assignment of Leases (if such item is a document separate from the ~~Insurance Policies,~~ Mortgage) and (c) ~~the obligations of the Servicers under the Servicing Agreements with respect~~ any other recorded document relating to the Mortgage ~~Loans~~Loan otherwise included in the Mortgage File, in favor of NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, as trustee for the registered holders of First Union-Xxxxxx Brothers-Bank of America Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 1998-C2 in recordable form; (v) an original assignment of all unrecorded documents relating to the Mortgage Loan, in favor of NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, as trustee for the registered holders of First Union-Xxxxxx Brothers-Bank of America Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 1998-C2; (vi) originals or copies of any written modification agreements in those instances where the terms or provisions of the Mortgage or Mortgage Note have been modified; (vii) the original or a copy of the policy or certificate of lender's title insurance issued on the date of the origination of such Mortgage Loan, or, if such policy has not been issued, an irrevocable, binding commitment to issue such title insurance policy; and (viii) any filed copies (with evidence of filing) of any prior UCC Financing Statements in favor of the originator of such Mortgage Loan or in favor of any assignee prior to the Trustee (but only to the extent the Seller had possession of such UCC Financing Statements prior to the Closing Date) and, if there is an effective UCC Financing Statement in favor of the Seller on record with the applicable public office for UCC Financing Statements, an original UCC-2 or UCC-3 assignment, in form suitable for filing, as appropriate, in favor of NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, as trustee for the registered holders of First Union-Xxxxxx Brothers-Bank of America Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 1998-C2; and (ix) an original or copy of any Ground Lease, any Credit Lease and any Lease Enhancement Policy or Guaranty. (d) proceeds of all the foregoing. In connection with such assignment, the Seller shall, with respect to each Mortgage Loan, deliver, or cause to be delivered, to the Trustee, as initial Custodian, on or before the Closing Date, an Owner Mortgage Loan File. If any Mortgage or an assignment of a Mortgage to the Trustee or any prior assignment is in the process of being recorded on Within 30 days following the Closing Date, the Purchaser shall submit or cause to be submitted for recordation or filing, as the case may be, in the appropriate public office for real property records or Uniform Commercial Code financing statements, as appropriate, each assignment of Mortgage and each assignment of Assignment of Leases referred to in clause (iv) of subsection (c) above and each UCC-2 and UCC-3 in favor of and delivered to the Trustee constituting part of the Mortgage File. If any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Seller shall ~~deliver~~ prepare a ~~copy thereof, certified by WFHM~~ substitute therefor or ~~the applicable WFHM Correspondent~~ cure such defect or cause such to be ~~a true and complete copy of~~ done, as the ~~document sent for recording~~case may be, and the Seller shall ~~use its best efforts to cause each~~ deliver such ~~original recorded~~ substitute or corrected document or ~~certified copy thereof~~ instrument to the Purchaser or its designee. (e) All documents and records (except attorney-client privileged communication and internal credit analysis of the Seller) relating to each Bank of America Mortgage Loan and in the Seller's possession (the "Additional Mortgage Loan Documents") that are not required to be delivered to the Trustee promptly following its recordation, but in no event later than one (1) year following the Closing Date. If any Mortgage has been recorded in the name of Mortgage Electronic Registration System, Inc. ("MERS") shall be delivered or its designee, no assignment of Mortgage in favor of the Trustee will be required to be prepared or delivered and instead, the Master Servicer shall take all actions as are necessary to cause the Trust Estate to be shown as the owner of the related Mortgage Loan on the records of MERS for the purpose of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. The Seller shall also cause caused to be delivered to the Trustee any other original mortgage loan document to be included in the Owner Mortgage Loan File if a copy thereof has been delivered. The Seller shall pay from its own funds, without any right of reimbursement therefor, the amount of any costs, liabilities and expenses incurred by the Trust Estate by reason of the failure of the Seller to cause to be delivered to the Trustee within one (1) year following the Closing Date any original Mortgage or assignment of a Mortgage (except with respect to any Mortgage recorded in the name of MERS) not delivered to the Trustee on the Closing Date. In lieu of recording an assignment of any Mortgage the Seller may, to the extent set forth in the applicable Servicing Agreement, deliver or cause to be delivered to the Trustee the assignment of the Mortgage Loan from the Seller to the Trustee in a form suitable for recordation, if (i) with respect to a particular state the Trustee has received an Opinion of Counsel acceptable to it that such recording is not required to make the assignment effective against the parties to the Mortgage Master Servicer or subsequent purchasers or encumbrancers of the Mortgaged Property or (ii) the Seller has been advised by each Rating Agency that non-recordation in a state will not result in a reduction of the rating assigned by that Rating Agency at the ~~time~~ direction of ~~the initial issuance of the Certificates. In the event that~~ the Master Servicer receives notice that recording is required to protect the right, title and interest of the Trustee in and to any such Mortgage Loan for which recordation of an assignment has not previously been required, the Master Servicer shall promptly notify the Trustee and the Trustee shall within five Business Days (or such other reasonable period of time mutually agreed upon by the Master Servicer and the Trustee) of its receipt of such notice deliver each previously unrecorded assignment to the appropriate sub-servicer, together with any related ~~Servicer for recordation~~escrow amounts and reserve amounts.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Securities Inc)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Norwest Asset Sec Corp Mort Pas THR Cer Ser 2000-2 Tr)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Norwest Asset Sec Corp Mort Pass THR Cert Ser 1998-17 Trust)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Sec Corp Mor Pass THR Cert Ser 2001-34)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Norwest Integrated Structured Assets Inc Series 1999-1 Trust)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Norwest Asset Securities Corp Mor Pas THR Cert Ser 1998-8 Tr)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Norwest Asset Sec Corp Mort Pass THR Cert Ser 1999 24)

Conveyance of Mortgage Loans. The Seller, concurrently with the execution and delivery hereof, does hereby assign to the Trustee, without recourse all the right, title and interest of the Seller in and to (a) the Trust Estate, including all interest ~~(other than the portion, if any, representing the Fixed Retained Yield)~~ and principal received by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the Servicers under the Servicing Agreements with respect to the Mortgage Loans, (d) the right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan and (de) proceeds of all the foregoing. In connection with such assignment, the Seller shall, with respect to each Mortgage Loan, deliver, or cause to be delivered, to the ~~Trustee, as initial~~ Custodian, on or before the Closing ~~Date~~Date the following documents or instruments with respect to each Mortgage Loan. (i) The original Mortgage Note, endorsed in blank, with all prior and intervening endorsements as may be necessary to show a complete chain of endorsements. With respect to any Mortgage Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit with a copy of the Mortgage Note; (ii) The original recorded Mortgage with evidence of recordation noted thereon or attached thereto, together with any addenda or riders thereto, or a copy of such recorded Mortgage with such evidence of recordation certified to be true and correct by the appropriate governmental recording office; or a copy of such recorded Mortgage with such evidence of recordation, or if the original Mortgage has been submitted for recordation but has not been returned from the applicable public recording office, a copy of the Mortgage certified by an officer of WFHM or the applicable WFHM Correspondent to be a true and correct copy of the original Mortgage submitted for recordation; (iii) For each MERS Mortgage Loan that is not a MOM Mortgage Loan, the original assignment showing MERS as the assignee of the Mortgage, with evidence of recording thereon or copies thereof certified by an officer of WFHM or the applicable WFHM Correspondent to have been submitted for recordation; (iv) A recorded original assignment of the related Mortgage from WFHM assigning the related Mortgage to the Trustee (which may be assigned in blank), certified by the recording office, or, if such assignment is in the process of being recorded, a copy of the related Mortgage transmitted for recordation certified by an officer of WFHM or applicable WFHM Correspondent to be a true and correct copy of such assignment submitted for recordation; provided, however, if recordation is not required as described below, an ~~Owner~~ assignment in recordable form (which may be assigned in blank) with respect to the related Mortgage; (v) Each original recorded intervening assignment of the Mortgage as may be necessary to show a complete chain of title from the Mortgage Loan ~~File~~originator to WFHM, with evidence of recordation noted thereon or attached thereto, or a copy of such assignment with such evidence of recordation to be true and correct by the appropriate governmental recording office, or, if any such assignment has been submitted for recordation but has not been returned from the applicable public recording office or is not otherwise available, a copy of such assignment certified by an officer of WFHM or the applicable WFHM Correspondent to be a true and correct copy of the recorded assignment submitted for recordation; (vi) The original policy of the title insurance or certificate of title insurance or a written commitment to issue such a title insurance policy or certificate of title insurance, or a copy of such title insurance certified as true and correct by the applicable insurer or any attorney's certificate of title with an Officer's Certificate of WFHM or the applicable WFHM Correspondent that such attorney's certificate of title is customarily used in lieu of a title insurance policy in the jurisdiction in which the related mortgage property is located; (vii) The original of each assumption agreement, modification, written assurance or substitution agreement pertaining to such Mortgage Loan, if any, or, if such document is in the process of being recorded, a copy of such document, certified by an officer of WFHM or the applicable WFHM Correspondent of such Mortgage Loan or by the applicable title insurance company, closing agent, settlement agent, escrow agent or closing attorney to be a true and correct copy of such document transmitted for recordation, if any; and (viii) For each Mortgage Loan secured by Co-op Shares, the originals of the following documents or instruments: (a) The loan security agreement; (b) The stock certificate; (c) The stock power, executed in blank; (d) The executed proprietary lease; (e) The executed recognition agreement; (f) The executed assignment of recognition agreement; (g) The executed UCC-1 financing statement with evidence of recording thereon; and (h) The executed UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken chain from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation). If any Mortgage or an assignment of a Mortgage to the Trustee or any prior assignment is in the process of being recorded on the Closing Date, the Seller shall ~~deliver a copy thereof, certified by WFHM or the applicable WFHM Correspondent to be a true and complete copy of the document sent for recording, and the Seller shall~~ use its best efforts to cause each such original recorded document or certified copy thereof to be delivered to the ~~Trustee~~ Custodian promptly following its recordation, but in no event later than one (1) year following the Closing Date. If any Mortgage has been recorded in the name of ~~Mortgage Electronic Registration System, Inc. ("MERS")~~ MERS or its designee, no assignment of Mortgage in favor of the Trustee will be required to be prepared or delivered and instead, the Master Servicer shall take all actions as are necessary to cause the Trust Estate to be shown as the owner of the related Mortgage Loan on the records of MERS for the purpose of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. The Seller shall also cause to be delivered to the ~~Trustee~~ Custodian any other original mortgage loan document ~~to be~~ included in the Owner Mortgage Loan File if a copy thereof has been delivered. The Seller shall pay from its own funds, without any right of reimbursement therefor, the amount of any costs, liabilities and expenses incurred by the Trust Estate by reason of the failure of the Seller to cause to be delivered to the ~~Trustee~~ Custodian within one (1) year following the Closing Date any original Mortgage or assignment of a Mortgage (except with respect to any Mortgage recorded in the name of MERS) not delivered to the ~~Trustee~~ Custodian on the Closing Date. In lieu of recording an assignment of any Mortgage the Seller may, ~~to the extent set forth in the applicable Servicing Agreement,~~ deliver or cause to be delivered to the ~~Trustee~~ Custodian the assignment of the Mortgage Loan ~~from the Seller~~ to the Trustee in a form suitable for recordation, if (i) with respect to a particular state the Trustee has received an Opinion of Counsel acceptable to it that such recording is not required to make the assignment effective against the parties to the Mortgage or subsequent purchasers or ~~encumbrancers~~ encumbrances of the Mortgaged Property or (ii) the Seller has been advised by each Rating Agency that non-recordation in a state will not result in a reduction of the rating assigned by that Rating Agency at the time of ~~the~~ initial issuance of the Certificates. In the event that the ~~Master Servicer~~ Custodian receives notice that recording is required to protect the right, title and interest of the Trustee in and to any such Mortgage Loan for which recordation of an assignment has not previously been required, the ~~Master Servicer~~ Custodian shall promptly notify the Trustee and the ~~Trustee~~ Custodian shall within five Business Days (or such other reasonable period of time mutually agreed upon by the ~~Master Servicer~~ Custodian and the Trustee) of its receipt of such notice deliver each previously unrecorded assignment to the related Servicer for recordation.. Except where endorsements in blank are authorized, endorsements of any Mortgage Notes shall comply with the following format: WITHOUT RECOURSE PAY TO THE ORDER OF: WACHOVIA BANK, NATIONAL ASSOCIATION, AS TRUSTEE under the pooling and servicing agreement dated as of [date]. and its successors and assigns, Wells Fargo Home Mortgage, Inc. [Signature xx Xfficer] [Officer's Name and Title] Except where assignments in blank are authorized or in the case of any Mortgage registered in the name of MERS, assignments of any Mortgage shall comply with the following: WACHOVIA BANK, NATIONAL ASSOCIATION, AS TRUSTEE and its successors and assigns

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Mortgage Back Securities 2003-E)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mortgage Pass Through Certificates Series 2000-7)

Conveyance of Mortgage Loans. The ~~Seller~~Depositor, concurrently with the execution and delivery hereof, ~~does~~ hereby ~~assign~~ sells, transfers, assigns, sets over and otherwise conveys to the ~~Trustee~~Trustee (for inclusion in the Trust Fund), without ~~recourse~~ recourse, all of the Depositor's right, title and interest ~~of the Seller~~ in and to ~~(a)~~ the ~~Trust Estate~~Mortgage Loans, including the related Mortgage Documents and all interest ~~(other than the portion, if any, representing the Fixed Retained Yield)~~ and principal received or receivable by the ~~Seller~~ Depositor on or with respect to the Mortgage Loans after the Cut-~~Off~~ off Date (and ~~including scheduled~~ all interest and principal payments ~~of principal and interest due after~~ on the Mortgage Loans received prior to the Cut-~~Off~~ off Date ~~but received by the Seller on or before the Cut-Off Date~~ in respect of installments of interest and ~~Unscheduled Principal Receipts received or applied on the Cut-Off Date~~principal due thereafter, but not including payments of interest and principal due and ~~interest due~~ payable on the Mortgage Loans on or before the Cut-~~Off~~ off Date), ~~(b)~~ and all other proceeds received in respect of such Mortgage Loans. In addition to the ~~Insurance Policies, (c) the obligations~~ conveyance of ~~the Servicers under the Servicing Agreements with respect to~~ the Mortgage Loans, the Depositor does hereby convey, assign and set over to the Trustee all of its right, title and interest in that portion of the Trust Fund described in items (dii) ~~proceeds~~ through (viii) of ~~all~~ the ~~foregoing~~definition thereof. In connection with ~~such assignment~~the foregoing conveyance of the Mortgage Loans, on or prior to the Closing Date, the Depositor (or the Mortgage Loan Seller ~~shall~~at the direction of the Depositor) shall deliver to, and deposit with, the Custodian the Mortgage File with respect to each Mortgage ~~Loan, deliver, or cause to be delivered, to~~ Loan so assigned. In the ~~Trustee~~event the Mortgage Loan Seller, as ~~initial Custodian~~directed by the Depositor, ~~on or before~~ cannot deliver any original document so required at the time of the Closing ~~Date~~Date by reason of the fact that such document has not been returned by the appropriate public recording office, ~~an Owner~~ the Mortgage Loan ~~File. If any Mortgage or an assignment of a Mortgage to the Trustee or any prior assignment is in the process of being recorded on the Closing Date, the~~ Seller shall deliver such original document to the Custodian as promptly as possible upon receipt thereof from the appropriate public recording office. In the case where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, the Mortgage Loan Seller, as directed by the Depositor, shall deliver to the Custodian a copy ~~thereof,~~ of such Mortgage certified by ~~WFHM or the applicable WFHM Correspondent~~ such public recording office to be a true and complete copy of the ~~document sent for recording~~original recorded Mortgage. Upon receipt from the Master Servicer from time to time of any additional original documents evidencing an assumption or modification of a Mortgage Loan approved by the Master Servicer, ~~and~~ the Mortgage Loan Seller shall ~~use its best efforts~~ forward or cause to ~~cause each~~ be forwarded to the Custodian such original ~~recorded document or certified copy~~ documents and shall provide the Trustee with notice of the delivery thereof to the Custodian. The Mortgage Loan Seller shall (i) cause the Assignments of Mortgage to be ~~delivered to the Trustee promptly following its recordation, but in no event later than one (1) year following the Closing Date. If any Mortgage has been recorded~~ prepared and completed in the name of ~~Mortgage Electronic Registration System~~"Norwest Bank Minnesota, ~~Inc.~~ N.A., as Trustee" as provided in the Custodial Agreement and (~~"MERS"~~ii) ~~or its designee, no assignment~~ cause the Assignments of Mortgage as so completed to be delivered for recording in ~~favor~~ the appropriate public office for real property records within 180 days of the ~~Trustee will be required to be prepared or delivered and instead~~Closing Date, except that the ~~Master Servicer shall take all actions as are necessary to cause the Trust Estate to be shown as the owner of the related~~ Mortgage Loan ~~on the records of MERS for the purpose of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. The~~ Seller ~~shall also~~ need not cause to be ~~delivered~~ recorded any Assignment of Mortgage which relates to ~~the Trustee any other original mortgage loan document to be included in the Owner~~ a Mortgage Loan ~~File if a copy thereof has been delivered. The Seller shall pay from its own funds~~in any jurisdiction under the laws of which, ~~without any right of reimbursement therefor, the amount of any costs, liabilities and expenses incurred~~ as evidenced by the Trust Estate by reason of the failure of the Seller to cause to be delivered to the Trustee within one (1) year following the Closing Date any original Mortgage or assignment of a Mortgage (except with respect to any Mortgage recorded in the name of MERS) not delivered to the Trustee on the Closing Date. In lieu of recording an assignment of any Mortgage the Seller may, to the extent set forth in the applicable Servicing Agreement, deliver or cause to be delivered to the Trustee the assignment of the Mortgage Loan from the Seller to the Trustee in a form suitable for recordation, if (i) with respect to a particular state the Trustee has received an Opinion of Counsel acceptable to ~~it that~~ the Trustee and the Certificate Insurer, from local counsel, delivered by the Mortgage Loan Seller (at the Mortgage Loan Seller's expense) to the Trustee and the Certificate Insurer, the recordation of such ~~recording~~ assignment is not ~~required~~ necessary to ~~make~~ protect the ~~assignment effective~~ Trustee's, the Certificateholders' and the Certificate Insurer's interest in the related Mortgage Loan against the ~~parties~~ claim of any subsequent transferee or any successor to or creditor of the Mortgage Loan Seller or ~~subsequent purchasers or encumbrancers~~ RWT Holdings; provided, however, notwithstanding the delivery of any legal opinions, each Assignment of Mortgage shall be recorded upon the ~~Mortgaged Property~~ earliest to occur of (i) the direction by the Certificate Insurer, or (ii) any bankruptcy, insolvency or foreclosure with respect to the Seller has been advised by each Rating Agency that non-recordation in a state will not result in a reduction of the rating assigned by that Rating Agency at the time of the initial issuance of the Certificatesrelated Mortgagor. In the ~~event~~ case of Mortgage Loans that have been prepaid in full as of the ~~Master Servicer receives notice~~ Closing Date, the Depositor, in lieu of delivering the above documents to the Custodian, will deposit in the Certificate Account the portion of such payment that ~~recording~~ is required to ~~protect~~ be deposited in the Certificate Account pursuant to Section 5.01. It is the intention of this Agreement that the conveyance of the Depositor's right, title and interest ~~of the Trustee~~ in and to ~~any such~~ the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan. If the conveyance of the Mortgage Loans from the Mortgage Loan ~~for which recordation~~ Seller to the Depositor to the Trustee is characterized as a pledge and not a sale, then the Depositor shall be deemed to have transferred to the Trustee, in addition to the Trust Fund, all of ~~an assignment has not previously been required~~the Depositor's right, title and interest in, to and under the ~~Master Servicer~~ obligation deemed to be secured by said pledge; and it is the intention of this Agreement that the Mortgage Loan Seller and the Depositor shall ~~promptly notify~~ also be deemed to have granted to the Trustee a first priority security interest in all of the Mortgage Loan Seller's and the Depositor's right, title, and interest in, to, and under the obligation deemed to be secured by said pledge and that the Trustee and the Custodian shall be deemed to be an independent custodian for purposes of perfection of such security interest. If the conveyance of the Mortgage Loans from the Depositor to the Trustee is characterized as a pledge, it is the intention of this Agreement that this Agreement shall constitute a security agreement under applicable law, and that the Mortgage Loan Seller and the Depositor shall be deemed to have granted to the Trustee a first priority security interest in all of Mortgage Loan Seller's and the Depositor's right, title and interest in, to and under the Mortgage Loans, all payments of principal of or interest on such Mortgage Loans, all other rights relating to and payments made in respect of the Trust Fund, and all proceeds of any thereof. If the trust created by this Agreement terminates prior to the satisfaction of the claims of any Person in any Certificates, the security interest created hereby shall continue in full force and effect and the Trustee shall ~~within five Business Days (or such other reasonable period of time mutually agreed upon by~~ be deemed to be the ~~Master Servicer and~~ collateral agent for the ~~Trustee) of its receipt~~ benefit of such ~~notice deliver each previously unrecorded assignment to the related Servicer for recordation~~Person.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Sequoia Mort Trust 4 Mort Loan Asset Back Pass-Through Cert)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Norwest Asset Sec Corp Mort Pass THR Cert Ser 1999-4 Trust)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Norwest Asset Sec Corp Mort Ps THR Cert Ser 1998-4 Trust)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Norwest Asset Securities Corp Mor Pas THR Cer Ser 1999-10 Tr)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Sec Corp Morgage Asset Sec 2002-D Trust)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Sec Corp Mor Pass THR Ceert Ser 2001-6)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Alternative Loan 2002-1 Trust)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Norwest Asset Sec Corp Mort Pass Thro Cert Ser 1998-12 Tr)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2002-2 Trust)

Conveyance of Mortgage Loans. The Seller, concurrently with the execution and delivery hereof, does hereby assign to the Trustee, without recourse all the right, title and interest of the Seller in and to (a) the Trust Estate, including all interest and principal (other than the portion, if any, representing the Fixed Retained Yield) ~~and principal~~ received by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the Servicers under the Servicing Agreements with respect to the Mortgage Loans, (d) the right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, (e) all of the Seller's right, title and interest in and to the proceeds of the Letters of Credit, (f) the Assigned Letters of Credit, (g) all of the Seller's right, title and interest in and to each Mortgage 100sm Pledge Agreement, each Parent Power(R) Guaranty and Security Agreement for Securities Account and each Parent Power(R) Guaranty Agreement for Real Estate with respect to each Additional Collateral Mortgage Loan and (dh) proceeds of all the foregoing. In connection with such assignment, the Seller shall, with respect to each Mortgage Loan, deliver, or cause to be delivered, to the ~~Trustee, as initial~~ Custodian, on or before the Closing ~~Date~~Date the following documents or instruments with respect to each Mortgage Loan. (i) The original Mortgage Note, endorsed in blank, with all prior and intervening endorsements as may be necessary to show a complete chain of endorsements. With respect to any Mortgage Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit with a copy of the Mortgage Note; (ii) The original recorded Mortgage with evidence of recordation noted thereon or attached thereto, together with any addenda or riders thereto, or a copy of such recorded Mortgage with such evidence of recordation certified to be true and correct by the appropriate governmental recording office; or a copy of such recorded Mortgage with such evidence of recordation, or if the original Mortgage has been submitted for recordation but has not been returned from the applicable public recording office, a copy of the Mortgage certified by an officer of WFHM or the applicable WFHM Correspondent to be a true and correct copy of the original Mortgage submitted for recordation; (iii) For each MERS Mortgage Loan that is not a MOM Mortgage Loan, the original assignment showing MERS as the assignee of the Mortgage, with evidence of recording thereon or copies thereof certified by an officer of WFHM or the applicable WFHM Correspondent to have been submitted for recordation; (iv) A recorded original assignment of the related Mortgage from WFHM assigning the related Mortgage to the Trustee (which may be assigned in blank), certified by the recording office, or, if such assignment is in the process of being recorded, a copy of the related Mortgage transmitted for recordation certified by an officer of WFHM or applicable WFHM Correspondent to be a true and correct copy of such assignment submitted for recordation; provided, however, if recordation is not required as described below, an ~~Owner~~ assignment in recordable form (which may be assigned in blank) with respect to the related Mortgage; (v) Each original recorded intervening assignment of the Mortgage as may be necessary to show a complete chain of title from the Mortgage Loan ~~File~~originator to WFHM, with evidence of recordation noted thereon or attached thereto, or a copy of such assignment with such evidence of recordation to be true and correct by the appropriate governmental recording office, or, if any such assignment has been submitted for recordation but has not been returned from the applicable public recording office or is not otherwise available, a copy of such assignment certified by an officer of WFHM or the applicable WFHM Correspondent to be a true and correct copy of the recorded assignment submitted for recordation; (vi) The original policy of the title insurance or certificate of title insurance or a written commitment to issue such a title insurance policy or certificate of title insurance, or a copy of such title insurance certified as true and correct by the applicable insurer or any attorney's certificate of title with an Officer's Certificate of WFHM or the applicable WFHM Correspondent that such attorney's certificate of title is customarily used in lieu of a title insurance policy in the jurisdiction in which the related mortgage property is located; (vii) The original of each assumption agreement, modification, written assurance or substitution agreement pertaining to such Mortgage Loan, if any, or, if such document is in the process of being recorded, a copy of such document, certified by an officer of WFHM or the applicable WFHM Correspondent of such Mortgage Loan or by the applicable title insurance company, closing agent, settlement agent, escrow agent or closing attorney to be a true and correct copy of such document transmitted for recordation, if any; (viii) For each Mortgage Loan secured by Co-op Shares, the originals of the following documents or instruments: (a) The loan security agreement; (b) The stock certificate; (c) The stock power, executed in blank; (d) The executed proprietary lease; (e) The executed recognition agreement; (f) The executed assignment of recognition agreement; (g) The executed UCC-1 financing statement with evidence of recording thereon; and (h) The executed UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken chain from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation); and (ix) For each Letter of Credit, the original advice of such Letter of Credit endorsed by the Pledge Holder and WFHM's notice of transfer (Exhibit A to the Letter of Credit) of beneficiary of such Letter of Credit to the Trustee; and (x) For each Cendant Pledged Asset Loan, the following documents or instruments: (a) Copy of the related Mortgage 100sm Pledge Agreement or the Parent Power(R) Guaranty and Security Agreement for the Securities Account or the Parent Power(R) Guaranty Agreement for Real Estate, as the case may be; (b) Copy of the UCC-1 (applicable for South Carolina and Rhode Island only); (c) Original UCC-3 form, if applicable; and (d) For loans originated by the correspondent lender, an original assignment of the related Mortgage 100sm Pledge Agreement or Parent Power(R) Agreement, as the case may be. If any Mortgage or an assignment of a Mortgage to the Trustee or any prior assignment is in the process of being recorded on the Closing Date, the Seller shall ~~deliver a copy thereof, certified by WFHM or the applicable WFHM Correspondent to be a true and complete copy of the document sent for recording, and the Seller shall~~ use its best efforts to cause each such original recorded document or certified copy thereof to be delivered to the ~~Trustee~~ Custodian promptly following its recordation, but in no event later than one (1) year following the Closing Date. If any Mortgage has been recorded in the name of ~~Mortgage Electronic Registration System, Inc. ("MERS")~~ MERS or its designee, no assignment of Mortgage in favor of the Trustee will be required to be prepared or delivered and instead, the Master Servicer shall take all actions as are necessary to cause the Trust Estate to be shown as the owner of the related Mortgage Loan on the records of MERS for the purpose of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. The Seller shall also cause to be delivered to the ~~Trustee~~ Custodian any other original mortgage loan document ~~to be~~ included in the Owner Mortgage Loan File if a copy thereof has been delivered. The Seller shall pay from its own funds, without any right of reimbursement therefor, the amount of any costs, liabilities and expenses incurred by the Trust Estate by reason of the failure of the Seller to cause to be delivered to the ~~Trustee~~ Custodian within one (1) year following the Closing Date any original Mortgage or assignment of a Mortgage (except with respect to any Mortgage recorded in the name of MERS) not delivered to the ~~Trustee~~ Custodian on the Closing Date. In lieu of recording an assignment of any Mortgage the Seller may, ~~to the extent set forth in the applicable Servicing Agreement,~~ deliver or cause to be delivered to the ~~Trustee~~ Custodian the assignment of the Mortgage Loan ~~from the Seller~~ to the Trustee in a form suitable for recordation, if (i) with respect to a particular state the Trustee has received an Opinion of Counsel acceptable to it that such recording is not required to make the assignment effective against the parties to the Mortgage or subsequent purchasers or ~~encumbrancers~~ encumbrances of the Mortgaged Property or (ii) the Seller has been advised by each Rating Agency that non-recordation in a state will not result in a reduction of the rating assigned by that Rating Agency at the time of ~~the~~ initial issuance of the Certificates. In the event that the ~~Master Servicer~~ Custodian receives notice that recording is required to protect the right, title and interest of the Trustee in and to any such Mortgage Loan for which recordation of an assignment has not previously been required, the ~~Master Servicer~~ Custodian shall promptly notify the Trustee and the ~~Trustee~~ Custodian shall within five Business Days (or such other reasonable period of time mutually agreed upon by the ~~Master Servicer~~ Custodian and the Trustee) of its receipt of such notice deliver each previously unrecorded assignment to the related Servicer for recordation.. Except where endorsements in blank are authorized, endorsements of any Mortgage Notes shall comply with the following format: WITHOUT RECOURSE PAY TO THE ORDER OF: WACHOVIA BANK, NATIONAL ASSOCIATION, AS TRUSTEE under the pooling and servicing agreement dated as of [date]. and its successors and assigns, Wells Fargo Home Mortgage, Inc. [Signature xx Xfficer] [Officer's Name and Title] Except where assignments in blank are authorized or in the case of any Mortgage registered in the name of MERS, assignments of any Mortgage shall comply with the following: WACHOVIA BANK, NATIONAL ASSOCIATION, AS TRUSTEE and its successors and assigns

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Securities Corp Mor Passthr Cer Ser 2003-6)

Conveyance of Mortgage Loans. The Seller, concurrently with the execution and delivery hereof, does hereby assign to the Trustee, without recourse all the right, title and interest of the Seller in and to (a) the Trust Estate, including all interest ~~(other than the portion, if any, representing the Fixed Retained Yield)~~ and principal received by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the Servicers under the Servicing Agreements with respect to the Mortgage Loans, (d) the right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan and (de) proceeds of all the foregoing. In connection with such assignment, the Seller shall, with respect to each Mortgage Loan, deliver, or cause to be delivered, to the ~~Trustee, as initial~~ Custodian, on or before the Closing ~~Date~~Date the following documents or instruments with respect to each Mortgage Loan. (i) The original Mortgage Note, endorsed in blank, with all prior and intervening endorsements as may be necessary to show a complete chain of endorsements. With respect to any Mortgage Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit with a copy of the Mortgage Note; (ii) The original recorded Mortgage with evidence of recordation noted thereon or attached thereto, together with any addenda or riders thereto, or a copy of such recorded Mortgage with such evidence of recordation certified to be true and correct by the appropriate governmental recording office; or a copy of such recorded Mortgage with such evidence of recordation, or if the original Mortgage has been submitted for recordation but has not been returned from the applicable public recording office, a copy of the Mortgage certified by an officer of WFHM or the applicable WFHM Correspondent to be a true and correct copy of the original Mortgage submitted for recordation; (iii) For each MERS Mortgage Loan that is not a MOM Mortgage Loan, the original assignment showing MERS as the assignee of the Mortgage, with evidence of recording thereon or copies thereof certified by an officer of WFHM or the applicable WFHM Correspondent to have been submitted for recordation; (iv) A recorded original assignment of the related Mortgage from WFHM assigning the related Mortgage to the Trustee (which may be assigned in blank), certified by the recording office, or, if such assignment is in the process of being recorded, a copy of the related Mortgage transmitted for recordation certified by an officer of WFHM or applicable WFHM Correspondent to be a true and correct copy of such assignment submitted for recordation; provided, however, if recordation is not required as described below, an ~~Owner~~ assignment in recordable form (which may be assigned in blank) with respect to the related Mortgage; (v) Each original recorded intervening assignment of the Mortgage as may be necessary to show a complete chain of title from the Mortgage Loan ~~File~~originator to WFHM, with evidence of recordation noted thereon or attached thereto, or a copy of such assignment with such evidence of recordation to be true and correct by the appropriate governmental recording office, or, if any such assignment has been submitted for recordation but has not been returned from the applicable public recording office or is not otherwise available, a copy of such assignment certified by an officer of WFHM or the applicable WFHM Correspondent to be a true and correct copy of the recorded assignment submitted for recordation; (vi) The original policy of the title insurance or certificate of title insurance or a written commitment to issue such a title insurance policy or certificate of title insurance, or a copy of such title insurance certified as true and correct by the applicable insurer or any attorney's certificate of title with an Officer's Certificate of WFHM or the applicable WFHM Correspondent that such attorney's certificate of title is customarily used in lieu of a title insurance policy in the jurisdiction in which the related mortgage property is located; (vii) The original of each assumption agreement, modification, written assurance or substitution agreement pertaining to such Mortgage Loan, if any, or, if such document is in the process of being recorded, a copy of such document, certified by an officer of WFHM or the applicable WFHM Correspondent of such Mortgage Loan or by the applicable title insurance company, closing agent, settlement agent, escrow agent or closing attorney to be a true and correct copy of such document transmitted for recordation, if any; and (viii) For each Mortgage Loan secured by Co-op Shares, the originals of the following documents or instruments: (a) The loan security agreement; (b) The stock certificate; (c) The stock power, executed in blank; (d) The executed proprietary lease; (e) The executed recognition agreement; (f) The executed assignment of recognition agreement; (g) The executed UCC-1 financing statement with evidence of recording thereon; and (h) The executed UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken chain from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation). If any Mortgage or an assignment of a Mortgage to the Trustee or any prior assignment is in the process of being recorded on the Closing Date, the Seller shall ~~deliver a copy thereof, certified by WFHM or the applicable WFHM Correspondent to be a true and complete copy of the document sent for recording, and the Seller shall~~ use its best efforts to cause each such original recorded document or certified copy thereof to be delivered to the ~~Trustee~~ Custodian promptly following its recordation, but in no event later than one (1) year following the Closing Date. If any Mortgage has been recorded in the name of ~~Mortgage Electronic Registration System, Inc. ("MERS")~~ MERS or its designee, no assignment of Mortgage in favor of the Trustee will be required to be prepared or delivered and instead, the Master Servicer shall take all actions as are necessary to cause the Trust Estate to be shown as the owner of the related Mortgage Loan on the records of MERS for the purpose of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. The Seller shall also cause to be delivered to the ~~Trustee~~ Custodian any other original mortgage loan document ~~to be~~ included in the Owner Mortgage Loan File if a copy thereof has been delivered. The Seller shall pay from its own funds, without any right of reimbursement therefor, the amount of any costs, liabilities and expenses incurred by the Trust Estate by reason of the failure of the Seller to cause to be delivered to the ~~Trustee~~ Custodian within one (1) year following the Closing Date any original Mortgage or assignment of a Mortgage (except with respect to any Mortgage recorded in the name of MERS) not delivered to the ~~Trustee~~ Custodian on the Closing Date. In lieu of recording an assignment of any Mortgage the Seller may, ~~to the extent set forth in the applicable Servicing Agreement,~~ deliver or cause to be delivered to the ~~Trustee~~ Custodian the assignment of the Mortgage Loan ~~from the Seller~~ to the Trustee in a form suitable for recordation, if (i) with respect to a particular state the Trustee has received an Opinion of Counsel acceptable to it that such recording is not required to make the assignment effective against the parties to the Mortgage or subsequent purchasers or encumbrancers of the Mortgaged Property or (ii) the Seller has been advised by each Rating Agency that non-recordation in a state will not result in a reduction of the rating assigned by that Rating Agency at the time of ~~the~~ initial issuance of the Certificates. In the event that the ~~Master Servicer~~ Custodian receives notice that recording is required to protect the right, title and interest of the Trustee in and to any such Mortgage Loan for which recordation of an assignment has not previously been required, the ~~Master Servicer~~ Custodian shall promptly notify the Trustee and the ~~Trustee~~ Custodian shall within five Business Days (or such other reasonable period of time mutually agreed upon by the ~~Master Servicer~~ Custodian and the Trustee) of its receipt of such notice deliver each previously unrecorded assignment to the related Servicer for recordation.. Except where endorsements in blank are authorized, endorsements of any Mortgage Notes shall comply with the following format: WITHOUT RECOURSE PAY TO THE ORDER OF: WACHOVIA BANK, NATIONAL ASSOCIATION, AS TRUSTEE under the pooling and servicing agreement dated as of [date]. and its successors and assigns, Wxxxx Fargo Home Mortgage, Inc. [Signature of Officer] [Officer's Name and Title] Except where assignments in blank are authorized or in the case of any Mortgage registered in the name of MERS, assignments of any Mortgage shall comply with the following: WACHOVIA BANK, NATIONAL ASSOCIATION, AS TRUSTEE and its successors and assigns

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Mortgage Pass Thru Cer Ser 2003-F)

Conveyance of Mortgage Loans. The Seller, concurrently with the execution and delivery hereof, does hereby assign to the Trustee, without recourse all the right, title and interest of the Seller in and to (a) the Trust Estate, including all interest ~~(other than the portion, if any, representing the Fixed Retained Yield)~~ and principal received by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the Servicers under the Servicing Agreements with respect to the Mortgage Loans, (d) the right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan and (de) proceeds of all the foregoing. In connection with such assignment, the Seller shall, with respect to each Mortgage Loan, deliver, or cause to be delivered, to the ~~Trustee, as initial~~ Custodian, on or before the Closing ~~Date~~Date the following documents or instruments with respect to each Mortgage Loan. (i) The original Mortgage Note, endorsed in blank, with all prior and intervening endorsements as may be necessary to show a complete chain of endorsements. With respect to any Mortgage Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit with a copy of the Mortgage Note; (ii) The original recorded Mortgage with evidence of recordation noted thereon or attached thereto, together with any addenda or riders thereto, or a copy of such recorded Mortgage with such evidence of recordation certified to be true and correct by the appropriate governmental recording office; or a copy of such recorded Mortgage with such evidence of recordation, or if the original Mortgage has been submitted for recordation but has not been returned from the applicable public recording office, a copy of the Mortgage certified by an officer of WFHM or the applicable WFHM Correspondent to be a true and correct copy of the original Mortgage submitted for recordation; (iii) For each MERS Mortgage Loan that is not a MOM Mortgage Loan, the original assignment showing MERS as the assignee of the Mortgage, with evidence of recording thereon or copies thereof certified by an officer of WFHM or the applicable WFHM Correspondent to have been submitted for recordation; (iv) A recorded original assignment of the related Mortgage from WFHM assigning the related Mortgage to the Trustee (which may be assigned in blank), certified by the recording office, or, if such assignment is in the process of being recorded, a copy of the related Mortgage transmitted for recordation certified by an officer of WFHM or applicable WFHM Correspondent to be a true and correct copy of such assignment submitted for recordation; provided, however, if recordation is not required as described below, an ~~Owner~~ assignment in recordable form (which may be assigned in blank) with respect to the related Mortgage; (v) Each original recorded intervening assignment of the Mortgage as may be necessary to show a complete chain of title from the Mortgage Loan ~~File~~originator to WFHM, with evidence of recordation noted thereon or attached thereto, or a copy of such assignment with such evidence of recordation to be true and correct by the appropriate governmental recording office, or, if any such assignment has been submitted for recordation but has not been returned from the applicable public recording office or is not otherwise available, a copy of such assignment certified by an officer of WFHM or the applicable WFHM Correspondent to be a true and correct copy of the recorded assignment submitted for recordation; (vi) The original policy of the title insurance or certificate of title insurance or a written commitment to issue such a title insurance policy or certificate of title insurance, or a copy of such title insurance certified as true and correct by the applicable insurer or any attorney's certificate of title with an Officer's Certificate of WFHM or the applicable WFHM Correspondent that such attorney's certificate of title is customarily used in lieu of a title insurance policy in the jurisdiction in which the related mortgage property is located; (vii) The original of each assumption agreement, modification, written assurance or substitution agreement pertaining to such Mortgage Loan, if any, or, if such document is in the process of being recorded, a copy of such document, certified by an officer of WFHM or the applicable WFHM Correspondent of such Mortgage Loan or by the applicable title insurance company, closing agent, settlement agent, escrow agent or closing attorney to be a true and correct copy of such document transmitted for recordation, if any; and (viii) For each Mortgage Loan secured by Co-op Shares, the originals of the following documents or instruments: (a) The loan security agreement; (b) The stock certificate; (c) The stock power, executed in blank; (d) The executed proprietary lease; (e) The executed recognition agreement; (f) The executed assignment of recognition agreement; (g) The executed UCC-1 financing statement with evidence of recording thereon; and (h) The executed UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken chain from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation). If any Mortgage or an assignment of a Mortgage to the Trustee or any prior assignment is in the process of being recorded on the Closing Date, the Seller shall ~~deliver a copy thereof, certified by WFHM or the applicable WFHM Correspondent to be a true and complete copy of the document sent for recording, and the Seller shall~~ use its best efforts to cause each such original recorded document or certified copy thereof to be delivered to the ~~Trustee~~ Custodian promptly following its recordation, but in no event later than one (1) year following the Closing Date. If any Mortgage has been recorded in the name of ~~Mortgage Electronic Registration System, Inc. ("MERS")~~ MERS or its designee, no assignment of Mortgage in favor of the Trustee will be required to be prepared or delivered and instead, the Master Servicer shall take all actions as are necessary to cause the Trust Estate to be shown as the owner of the related Mortgage Loan on the records of MERS for the purpose of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. The Seller shall also cause to be delivered to the ~~Trustee~~ Custodian any other original mortgage loan document ~~to be~~ included in the Owner Mortgage Loan File if a copy thereof has been delivered. The Seller shall pay from its own funds, without any right of reimbursement therefor, the amount of any costs, liabilities and expenses incurred by the Trust Estate by reason of the failure of the Seller to cause to be delivered to the ~~Trustee~~ Custodian within one (1) year following the Closing Date any original Mortgage or assignment of a Mortgage (except with respect to any Mortgage recorded in the name of MERS) not delivered to the ~~Trustee~~ Custodian on the Closing Date. In lieu of recording an assignment of any Mortgage the Seller may, ~~to the extent set forth in the applicable Servicing Agreement,~~ deliver or cause to be delivered to the ~~Trustee~~ Custodian the assignment of the Mortgage Loan ~~from the Seller~~ to the Trustee in a form suitable for recordation, if (i) with respect to a particular state the Trustee has received an Opinion of Counsel acceptable to it that such recording is not required to make the assignment effective against the parties to the Mortgage or subsequent purchasers or encumbrancers of the Mortgaged Property or (ii) the Seller has been advised by each Rating Agency that non-recordation in a state will not result in a reduction of the rating assigned by that Rating Agency at the time of ~~the~~ initial issuance of the Certificates. In the event that the ~~Master Servicer~~ Custodian receives notice that recording is required to protect the right, title and interest of the Trustee in and to any such Mortgage Loan for which recordation of an assignment has not previously been required, the ~~Master Servicer~~ Custodian shall promptly notify the Trustee and the ~~Trustee~~ Custodian shall within five Business Days (or such other reasonable period of time mutually agreed upon by the ~~Master Servicer~~ Custodian and the Trustee) of its receipt of such notice deliver each previously unrecorded assignment to the related Servicer for recordation.. Except where endorsements in blank are authorized, endorsements of any Mortgage Notes shall comply with the following format: WITHOUT RECOURSE PAY TO THE ORDER OF: WACHOVIA BANK, NATIONAL ASSOCIATION, AS TRUSTEE under the pooling and servicing agreement dated as of [date]. and its successors and assigns, Wells Fargo Home Mortgage, Inc. [Signature xx Xfficer] [Officer's Name and Title] Except where assignments in blank are authorized or in the case of any Mortgage registered in the name of MERS, assignments of any Mortgage shall comply with the following: WACHOVIA BANK, NATIONAL ASSOCIATION, AS TRUSTEE and its successors and assigns

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Securites Corp 2003-G)

Conveyance of Mortgage Loans. The Seller, concurrently with the execution and delivery hereof, does hereby assign to the Trustee, without recourse all the right, title and interest of the Seller in and to (a) the Trust Estate, including all interest (other than the portion, if any, representing the Fixed Retained Yield) and principal received by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the Servicers under the Servicing Agreements with respect to the Mortgage Loans, (d) the right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan and (de) proceeds of all the foregoing. In connection with such assignment, the Seller shall, with respect to each Mortgage Loan, deliver, or cause to be delivered, to the ~~Trustee, as initial~~ Custodian, on or before the Closing ~~Date~~Date the following documents or instruments with respect to each Mortgage Loan. (i) The original Mortgage Note, endorsed in blank, with all prior and intervening endorsements as may be necessary to show a complete chain of endorsements. With respect to any Mortgage Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit with a copy of the Mortgage Note; (ii) The original recorded Mortgage with evidence of recordation noted thereon or attached thereto, together with any addenda or riders thereto, or a copy of such recorded Mortgage with such evidence of recordation certified to be true and correct by the appropriate governmental recording office; or a copy of such recorded Mortgage with such evidence of recordation, or if the original Mortgage has been submitted for recordation but has not been returned from the applicable public recording office, a copy of the Mortgage certified by an officer of WFHM or the applicable WFHM Correspondent to be a true and correct copy of the original Mortgage submitted for recordation; (iii) For each MERS Mortgage Loan that is not a MOM Mortgage Loan, the original assignment showing MERS as the assignee of the Mortgage, with evidence of recording thereon or copies thereof certified by an officer of WFHM or the applicable WFHM Correspondent to have been submitted for recordation; (iv) A recorded original assignment of the related Mortgage from WFHM assigning the related Mortgage to the Trustee (which may be assigned in blank), certified by the recording office, or, if such assignment is in the process of being recorded, a copy of the related Mortgage transmitted for recordation certified by an officer of WFHM or applicable WFHM Correspondent to be a true and correct copy of such assignment submitted for recordation; provided, however, if recordation is not required as described below, an ~~Owner~~ assignment in recordable form (which may be assigned in blank) with respect to the related Mortgage; (v) Each original recorded intervening assignment of the Mortgage as may be necessary to show a complete chain of title from the Mortgage Loan ~~File~~originator to WFHM, with evidence of recordation noted thereon or attached thereto, or a copy of such assignment with such evidence of recordation to be true and correct by the appropriate governmental recording office, or, if any such assignment has been submitted for recordation but has not been returned from the applicable public recording office or is not otherwise available, a copy of such assignment certified by an officer of WFHM or the applicable WFHM Correspondent to be a true and correct copy of the recorded assignment submitted for recordation; (vi) The original policy of the title insurance or certificate of title insurance or a written commitment to issue such a title insurance policy or certificate of title insurance, or a copy of such title insurance certified as true and correct by the applicable insurer or any attorney's certificate of title with an Officer's Certificate of WFHM or the applicable WFHM Correspondent that such attorney's certificate of title is customarily used in lieu of a title insurance policy in the jurisdiction in which the related mortgage property is located; (vii) The original of each assumption agreement, modification, written assurance or substitution agreement pertaining to such Mortgage Loan, if any, or, if such document is in the process of being recorded, a copy of such document, certified by an officer of WFHM or the applicable WFHM Correspondent of such Mortgage Loan or by the applicable title insurance company, closing agent, settlement agent, escrow agent or closing attorney to be a true and correct copy of such document transmitted for recordation, if any; and (viii) For each Mortgage Loan secured by Co-op Shares, the originals of the following documents or instruments: (a) The loan security agreement; (b) The stock certificate; (c) The stock power, executed in blank; (d) The executed proprietary lease; (e) The executed recognition agreement; (f) The executed assignment of recognition agreement; (g) The executed UCC-1 financing statement with evidence of recording thereon; and (h) The executed UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken chain from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation). If any Mortgage or an assignment of a Mortgage to the Trustee or any prior assignment is in the process of being recorded on the Closing Date, the Seller shall ~~deliver a copy thereof, certified by WFHM or the applicable WFHM Correspondent to be a true and complete copy of the document sent for recording, and the Seller shall~~ use its best efforts to cause each such original recorded document or certified copy thereof to be delivered to the ~~Trustee~~ Custodian promptly following its recordation, but in no event later than one (1) year following the Closing Date. If any Mortgage has been recorded in the name of ~~Mortgage Electronic Registration System, Inc. ("MERS")~~ MERS or its designee, no assignment of Mortgage in favor of the Trustee will be required to be prepared or delivered and instead, the Master Servicer shall take all actions as are necessary to cause the Trust Estate to be shown as the owner of the related Mortgage Loan on the records of MERS for the purpose of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. The Seller shall also cause to be delivered to the ~~Trustee~~ Custodian any other original mortgage loan document ~~to be~~ included in the Owner Mortgage Loan File if a copy thereof has been delivered. The Seller shall pay from its own funds, without any right of reimbursement therefor, the amount of any costs, liabilities and expenses incurred by the Trust Estate by reason of the failure of the Seller to cause to be delivered to the ~~Trustee~~ Custodian within one (1) year following the Closing Date any original Mortgage or assignment of a Mortgage (except with respect to any Mortgage recorded in the name of MERS) not delivered to the ~~Trustee~~ Custodian on the Closing Date. In lieu of recording an assignment of any Mortgage the Seller may, ~~to the extent set forth in the applicable Servicing Agreement,~~ deliver or cause to be delivered to the ~~Trustee~~ Custodian the assignment of the Mortgage Loan ~~from the Seller~~ to the Trustee in a form suitable for recordation, if (i) with respect to a particular state the Trustee has received an Opinion of Counsel acceptable to it that such recording is not required to make the assignment effective against the parties to the Mortgage or subsequent purchasers or encumbrancers of the Mortgaged Property or (ii) the Seller has been advised by each Rating Agency that non-recordation in a state will not result in a reduction of the rating assigned by that Rating Agency at the time of ~~the~~ initial issuance of the Certificates. In the event that the ~~Master Servicer~~ Custodian receives notice that recording is required to protect the right, title and interest of the Trustee in and to any such Mortgage Loan for which recordation of an assignment has not previously been required, the ~~Master Servicer~~ Custodian shall promptly notify the Trustee and the ~~Trustee~~ Custodian shall within five Business Days (or such other reasonable period of time mutually agreed upon by the ~~Master Servicer~~ Custodian and the Trustee) of its receipt of such notice deliver each previously unrecorded assignment to the related Servicer for recordation.. Except where endorsements in blank are authorized, endorsements of any Mortgage Notes shall comply with the following format: WITHOUT RECOURSE PAY TO THE ORDER OF: WACHOVIA BANK, NATIONAL ASSOCIATION, AS TRUSTEE under the pooling and servicing agreement dated as of [date]. and its successors and assigns, Wells Fargo Home Mortgage, Inc. [Signature xx Xfficer] [Officer's Name and Title] Except where assignments in blank are authorized or in the case of any Mortgage registered in the name of MERS, assignments of any Mortgage shall comply with the following: WACHOVIA BANK, NATIONAL ASSOCIATION, AS TRUSTEE and its successors and assigns

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Sec Corp Mort Pass THR Certs Ser 2003 10)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2001-15)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Securities Corp)

Conveyance of Mortgage Loans. The Seller, concurrently with the execution and delivery hereof, ~~does~~ hereby ~~assign~~ sells, transfers, assigns, sets over and otherwise conveys to the ~~Trustee~~Purchaser, without ~~recourse~~ recourse, all the right, title and interest of the Seller in and to ~~(a)~~ the ~~Trust Estate~~Mortgage Loans, including all interest ~~(other than the portion, if any, representing the Fixed Retained Yield)~~ and principal ~~received by the Seller~~ due on or with respect to the Mortgage Loans after the Cut-~~Off~~ off Date (~~and including scheduled payments of principal and interest due after~~ to the extent not applied in computing the Cut-~~Off~~ off Date ~~but received by the Seller on~~ Loan Balance thereof). On or before the Cut-Off Date and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the Servicers under the Servicing Agreements with respect prior to the Mortgage Loans, and (d) proceeds of all the foregoing. In connection with such assignment, the Seller shall, with respect to each Mortgage Loan, deliver, or cause to be delivered, to the Trustee, as initial Custodian, on or before the Closing Date, an Owner Mortgage Loan File. If any Mortgage or an assignment of a Mortgage to the Trustee or any prior assignment is in the process of being recorded on the Closing Date, the Seller shall authorize the release to the Purchaser of the Mortgage File for each Mortgage Loan on the Mortgage Loan Schedule, but the Seller shall remain subject to the substitution, repurchase and other obligations set forth herein. Such release shall be made to the Purchaser or, at the Purchaser's direction, to a designee of the Purchaser against payment by the Purchaser of the purchase price set forth above under "Statement of the Transaction" (as adjusted) for the Mortgage Loans to be delivered on the Closing Date, by wire transfer of immediately available funds, or such other method of payment as to which the parties hereto may agree, and delivery to NC Residual II Corporation of the Class R Certificates and the Class P Certificates. The Seller shall pay the out-of pocket costs and expenses incurred by the Purchaser or any assignee, transferee or designee of the Purchaser in connection with the recording of each Assignment referred to in clauses (iii) and (iv) of the definition of Mortgage File. If the Originator or the Seller receives recording information for a Mortgage, the Originator or the Seller, as applicable, shall forward such information to the Purchaser or any assignee, transferee or designee of the Purchaser. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Seller promptly shall prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. Notwithstanding anything to the contrary contained in this Section 2.01, with respect to a maximum of 1.0% of the Mortgage Loans, by aggregate principal balance of the Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to clause (i) of the definition of Mortgage File above cannot be located, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon delivery to the Purchaser or any assignee, transferee or designee of the Purchaser of a photocopy of such Mortgage Note, if available, with a lost note affidavit substantially in the form of Exhibit __ attached hereto. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Purchaser or any assignee, transferee or designee of the Purchaser is subsequently located, such original Mortgage Note shall be delivered to the Purchaser or any assignee, transferee or designee of the Purchaser within three Business Days; and if any document referred to in clause (ii), (iii) or (iv) of the definition of Mortgage File above has been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller hereunder shall be deemed to have been satisfied upon (1) delivery to the Purchaser or any assignee, transferee or designee of the Purchaser of a copy ~~thereof,~~ of each such document certified by ~~WFHM~~ the Originator in the case of (x) above or the applicable ~~WFHM Correspondent~~ public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the Originator, delivery to the Purchaser or any assignee, transferee or designee of the Purchaser promptly upon receipt thereof of either the original or a copy of such document ~~sent for recording~~certified by the applicable public recording office to be a true and complete copy of the original. Notice shall be provided to the Purchaser or any assignee, ~~and~~ transferee or designee of the Purchaser by the Seller ~~shall use its best efforts~~ if delivery pursuant to ~~cause each such original recorded document or certified copy thereof to~~ clause (2) above will be ~~delivered to the Trustee promptly following its recordation, but in no event later~~ made more than ~~one (1) year following~~ 180 days after the Closing Date. If any Mortgage has been recorded in the name of Mortgage Electronic Registration System, Inc. ("MERS") or its designee, no assignment of Mortgage in favor of the Trustee will be required to be prepared or delivered and instead, the Master Servicer shall take all actions as are necessary to cause the Trust Estate to be shown as the owner of the related Mortgage Loan on the records of MERS for the purpose of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. The Seller shall also cause to be delivered to the Trustee any other original mortgage loan document to be included in the Owner Mortgage Loan File if a copy thereof has been delivered. The Seller shall pay from its own funds, without any right of reimbursement therefor, the amount of any costs, liabilities and expenses incurred by the Trust Estate by reason of the failure of the Seller to cause to be delivered to the Trustee within one (1) year following the Closing Date any original Mortgage or assignment of a Mortgage (except with respect to any Mortgage recorded in the name of MERS) not delivered to the Trustee on the Closing Date. In lieu of recording an assignment of any Mortgage the Seller may, to the extent set forth in the applicable Servicing Agreement, deliver or cause to be delivered to the Trustee the assignment of the Mortgage Loan from the Seller to the Trustee in a form suitable for recordation, if (i) with respect to a particular state the Trustee has received an Opinion of Counsel acceptable to it that such recording is not required to make the assignment effective against the parties to the Mortgage or subsequent purchasers or encumbrancers of the Mortgaged Property or (ii) the Seller has been advised by each Rating Agency that non-recordation in a state will not result in a reduction of the rating assigned by that Rating Agency at the time of the initial issuance of the Certificates. In the event that the ~~Master Servicer receives notice that recording is required~~ original lender's title insurance policy has not yet been issued, the Seller shall deliver to ~~protect~~ the ~~right~~Purchaser or any assignee, ~~title and interest~~ transferee or designee of the ~~Trustee in and~~ Purchaser a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company. The Seller shall deliver to the Purchaser or any assignee, transferee or designee of the Purchaser promptly upon receipt by the Seller of any such original title insurance policy. Each original document relating to a Mortgage Loan ~~for~~ which ~~recordation of an assignment has~~ is not ~~previously been required~~delivered to the Purchaser or its assignee, ~~the Master Servicer shall promptly notify the Trustee and the Trustee shall within five Business Days (~~transferee or ~~such other reasonable period of time mutually agreed upon~~ designee, if held by the ~~Master Servicer and~~ Seller, shall be so held for the ~~Trustee)~~ benefit of the Purchaser, its ~~receipt of such notice deliver each previously unrecorded assignment to the related Servicer for recordation~~assignee, transferee or designee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (New Century Home Eq Ln Tr Ser 2000 NCB Asset Back Ps THR Cer)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Norwest Asset Securities Corp Mort Pass THR Cert Ser 1997-01)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Norwest Asset Sec Corp Mort Pass THR Cert Ser 1998-30 Trust)

Conveyance of Mortgage Loans. The Seller, concurrently with the execution and delivery hereof, does hereby assign to the Trustee, without recourse all the right, title and interest of the Seller in and to (a) the Trust Estate, including all interest (other than the portion, if any, representing the Fixed Retained Yield) and principal received by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the Servicers under the Servicing Agreements with respect to the Mortgage Loans, (d) the right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan and (de) proceeds of all the foregoing. In connection with such assignment, the Seller shall, with respect to each Mortgage Loan, deliver, or cause to be delivered, to the ~~Trustee, as initial~~ Custodian, on or before the Closing ~~Date~~Date the following documents or instruments with respect to each Mortgage Loan: (i) The original Mortgage Note, endorsed in blank, with all prior and intervening endorsements as may be necessary to show a complete chain of endorsements. With respect to any Mortgage Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit with a copy of the Mortgage Note; (ii) The original recorded Mortgage with evidence of recordation noted thereon or attached thereto, together with any addenda or riders thereto, or a copy of such recorded Mortgage with such evidence of recordation certified to be true and correct by the appropriate governmental recording office; or a copy of such recorded Mortgage with such evidence of recordation, or if the original Mortgage has been submitted for recordation but has not been returned from the applicable public recording office, a copy of the Mortgage certified by an officer of WFHM or the applicable WFHM Correspondent to be a true and correct copy of the original Mortgage submitted for recordation; (iii) For each MERS Mortgage Loan that is not a MOM Mortgage Loan, the original assignment showing MERS as the assignee of the Mortgage, with evidence of recording thereon or copies thereof certified by an officer of WFHM or the applicable WFHM Correspondent to have been submitted for recordation; (iv) A recorded original assignment of the related Mortgage from WFHM assigning the related Mortgage to the Trustee (which may be assigned in blank), certified by the recording office, or, if such assignment is in the process of being recorded, a copy of the related Mortgage transmitted for recordation certified by an officer of WFHM or applicable WFHM Correspondent to be a true and correct copy of such assignment submitted for recordation; provided, however, if recordation is not required as described below, an ~~Owner~~ assignment in recordable form (which may be assigned in blank) with respect to the related Mortgage; (v) Each original recorded intervening assignment of the Mortgage as may be necessary to show a complete chain of title from the Mortgage Loan ~~File~~originator to WFHM, with evidence of recordation noted thereon or attached thereto, or a copy of such assignment with such evidence of recordation to be true and correct by the appropriate governmental recording office, or, if any such assignment has been submitted for recordation but has not been returned from the applicable public recording office or is not otherwise available, a copy of such assignment certified by an officer of WFHM or the applicable WFHM Correspondent to be a true and correct copy of the recorded assignment submitted for recordation; (vi) The original policy of the title insurance or certificate of title insurance or a written commitment to issue such a title insurance policy or certificate of title insurance, or a copy of such title insurance certified as true and correct by the applicable insurer or any attorney's certificate of title with an Officer's Certificate of WFHM or the applicable WFHM Correspondent that such attorney's certificate of title is customarily used in lieu of a title insurance policy in the jurisdiction in which the related mortgage property is located; (vii) The original of each assumption agreement, modification, written assurance or substitution agreement pertaining to such Mortgage Loan, if any, or, if such document is in the process of being recorded, a copy of such document, certified by an officer of WFHM or the applicable WFHM Correspondent of such Mortgage Loan or by the applicable title insurance company, closing agent, settlement agent, escrow agent or closing attorney to be a true and correct copy of such document transmitted for recordation, if any; and (viii) For each Mortgage Loan secured by Co-op Shares, the originals of the following documents or instruments: (a) The loan security agreement; (b) The stock certificate; (c) The stock power, executed in blank; (d) The executed proprietary lease; (e) The executed recognition agreement; (f) The executed assignment of recognition agreement; (g) The executed UCC-1 financing statement with evidence of recording thereon; and (h) The executed UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken chain from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation). If any Mortgage or an assignment of a Mortgage to the Trustee or any prior assignment is in the process of being recorded on the Closing Date, the Seller shall ~~deliver a copy thereof, certified by WFHM or the applicable WFHM Correspondent to be a true and complete copy of the document sent for recording, and the Seller shall~~ use its best efforts to cause each such original recorded document or certified copy thereof to be delivered to the ~~Trustee~~ Custodian promptly following its recordation, but in no event later than one (1) year following the Closing Date. If any Mortgage has been recorded in the name of ~~Mortgage Electronic Registration System, Inc. ("MERS")~~ MERS or its designee, no assignment of Mortgage in favor of the Trustee will be required to be prepared or delivered and instead, the Master Servicer shall take all actions as are necessary to cause the Trust Estate to be shown as the owner of the related Mortgage Loan on the records of MERS for the purpose of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. The Seller shall also cause to be delivered to the ~~Trustee~~ Custodian any other original mortgage loan document ~~to be~~ included in the Owner Mortgage Loan File if a copy thereof has been delivered. The Seller shall pay from its own funds, without any right of reimbursement therefor, the amount of any costs, liabilities and expenses incurred by the Trust Estate by reason of the failure of the Seller to cause to be delivered to the ~~Trustee~~ Custodian within one (1) year following the Closing Date any original Mortgage or assignment of a Mortgage (except with respect to any Mortgage recorded in the name of MERS) not delivered to the ~~Trustee~~ Custodian on the Closing Date. In lieu of recording an assignment of any Mortgage the Seller may, ~~to the extent set forth in the applicable Servicing Agreement,~~ deliver or cause to be delivered to the ~~Trustee~~ Custodian the assignment of the Mortgage Loan ~~from the Seller~~ to the Trustee in a form suitable for recordation, if (i) with respect to a particular state the Trustee has received an Opinion of Counsel acceptable to it that such recording is not required to make the assignment effective against the parties to the Mortgage or subsequent purchasers or encumbrancers of the Mortgaged Property or (ii) the Seller has been advised by each Rating Agency that non-recordation in a state will not result in a reduction of the rating assigned by that Rating Agency at the time of ~~the~~ initial issuance of the Certificates. In the event that the ~~Master Servicer~~ Custodian receives notice that recording is required to protect the right, title and interest of the Trustee in and to any such Mortgage Loan for which recordation of an assignment has not previously been required, the ~~Master Servicer~~ Custodian shall promptly notify the Trustee and the ~~Trustee~~ Custodian shall within five Business Days (or such other reasonable period of time mutually agreed upon by the ~~Master Servicer~~ Custodian and the Trustee) of its receipt of such notice deliver each previously unrecorded assignment to the related Servicer for recordation.. Except where endorsements in blank are authorized, endorsements of any Mortgage Notes shall comply with the following format: WITHOUT RECOURSE PAY TO THE ORDER OF: WACHOVIA BANK, NATIONAL ASSOCIATION, AS TRUSTEE under the pooling and servicing agreement dated as of [date]. and its successors and assigns, Wells Fargo Home Mortgage, Inc. [Signature xx Xfficer] [Officer's Name and Title] Except where assignments in blank are authorized or in the case of any Mortgage registered in the name of MERS, assignments of any Mortgage shall comply with the following: WACHOVIA BANK, NATIONAL ASSOCIATION, AS TRUSTEE and its successors and assigns

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Sec Corp Mort Pass THR Certs Ser 2003-1)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mortgage Asset Backed Pass Through Cert Series 2000-1)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Securities Corp Series 2002-E)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Sec Corp Mort Pass THR Cert Series 2000-4)

Common use of Conveyance of Mortgage Loans Clause in Contracts