Common use of Delivery of Asset File Clause in Contracts

Delivery of Asset File. On or before each Purchase Date with respect to each Purchased Asset, Seller shall deliver or cause to be delivered to Buyer or its designee (initially, the Custodian) the Custodial Delivery Letter in the form attached hereto as Exhibit I. In connection with each sale, transfer, conveyance and assignment of a Purchased Asset, (A) on or prior to each Purchase Date with respect to such Purchased Asset, or (B) on or prior to the third (3) Business Day following the Purchase Date with respect to a Table-Funded Asset (provided, that, if Buyer’s diligence review of the related Asset File for a Table-Funded Asset requires the delivery of a document or instrument or the equivalent contained in the Asset File that the Seller cannot deliver, or cause to be delivered, to Custodian at the time they are required to be delivered, solely because of a delay caused by the public recording office where such document or instrument has been delivered for recordation, the delivery requirements set forth in this Agreement and the Custodial Agreement shall be deemed to have been satisfied as to such non-delivered document or instrument if a copy thereof (certified by the Seller to be a true and complete copy of the original thereof submitted for recording) is delivered to Custodian on or before the date on which such original is required to be delivered, and either the original of such non-delivered document or instrument, or a photocopy thereof, with evidence of recording thereon, is delivered to Custodian within ninety (90) days of the related Purchase Date, and, provided, further, that Buyer may, but is not obligated to, consent to a later date for delivery of any part of the Asset File in its sole discretion), the Seller shall deliver or cause to be delivered and released to the Custodian the documents set forth in the Asset File, pertaining to each of the Purchased Assets identified in the Custodial Delivery Letter delivered therewith; it being agreed that any assignment documents related to the transfer of the Purchased Assets to Buyer shall be delivered in blank (the “Blank Assignment Documents”).

Delivery of Asset File. On or before each Purchase Date with respect to each Purchased Asset, Seller shall deliver or cause to be delivered to Buyer or its designee (initially, the Custodian) the Custodial Delivery Letter in the form attached hereto as Exhibit I. In connection with each sale, transfer, conveyance and assignment of a Purchased Asset, (A) on or prior to each Purchase Date with respect to such Purchased Asset, Asset or (B) on or prior to the third fifth (35th) Business Day following the Purchase Date with respect to a Table-Funded Asset, Seller shall deliver or cause to be delivered and released to the Custodian the documents set forth in the Asset File, pertaining to each of the Purchased Assets identified in the related Custodial Delivery Letter; it being agreed that any assignment documents related to the transfer of the Purchased Assets to Buyer shall be delivered in blank (the “Blank Assignment Documents”) and, provided, that, if Buyer’s diligence review of the related Asset File for a Table-Funded Asset requires the delivery of a document or instrument or the equivalent contained in the Asset File that the Seller cannot deliver, or cause to be delivered, to Custodian at the time they are required to be delivered, solely because of a delay caused by the public recording office where such document or instrument has been delivered for recordation, the delivery requirements set forth in this Agreement and the Custodial Agreement shall be deemed to have been satisfied as to such non-delivered document or instrument if a copy thereof (certified by the Seller to be a true and complete copy of the original thereof submitted for recording) is delivered to Custodian on or before the date on which such original is required to be delivered, and either the original of such non-delivered document or instrument, or a photocopy thereof, with evidence of recording thereon, is delivered to Custodian within ninety (90) days of the related Purchase Date, and, provided, further, that Buyer may, but is not obligated to, consent to a later date for delivery of any part of the Asset File in its sole discretion), the Seller shall deliver or cause to be delivered and released to the Custodian the documents set forth in the Asset File, pertaining to each of the Purchased Assets identified in the Custodial Delivery Letter delivered therewith; it being agreed that any assignment documents related to the transfer of the Purchased Assets to Buyer shall be delivered in blank (the “Blank Assignment Documents”).

Delivery of Asset File. On or before each Purchase Date (A) The Seller shall have delivered to the Custodian the Asset File with respect to each Purchased AssetAsset and the Custodian shall have issued a Trust Receipt or a Table Funded Trust Receipt, Seller shall deliver or cause as applicable, with respect to be delivered each such Purchased Asset to Buyer or its designee the Buyer. (initially, the CustodianB) the Custodial Delivery Letter in the form attached hereto as Exhibit I. In connection with With respect to each sale, transfer, conveyance and assignment of a Table Funded Purchased Asset, the Seller shall cause the Bailee to deliver to the Custodian with a copy to the Buyer no later than 11:00 a.m. on the Purchase Date by facsimile or by other electronic means acceptable to the parties the related Basic Mortgage Asset Documents, the insured closing letter (A) on or prior if any), the escrow instructions (if any), a fully executed Bailee Agreement, a Bailee's Trust Receipt issued by the Bailee thereunder and such other evidence satisfactory to the Buyer in its discretion that all documents necessary to effect a transfer of the Table Funded Purchased Assets to the Buyer have been delivered to Bailee. With respect to each Purchase Date with respect to such Table Funded Purchased Asset, or (B) on or prior the Custodian shall deliver to the third (3) Business Day following Buyer a Table Funded Trust Receipt no later than 1:00 p.m. on the Purchase Date with respect to a Table-Funded Asset (provided, that, if Buyer’s diligence review of the related Asset File for a Table-Funded Asset requires the delivery of a document or instrument or the equivalent contained in the Asset File that the Seller cannot deliver, or cause to be delivered, to Custodian at the time they are required to be delivered, solely because of a delay caused by the public recording office where such document or instrument has been delivered for recordation, the delivery requirements set forth in this Agreement and the Custodial Agreement shall be deemed to have been satisfied as to such non-delivered document or instrument if a copy thereof (certified by the Seller to be a true and complete copy of the original thereof submitted for recording) is delivered to Custodian on or before the date on which such original is required to be delivered, and either the original of such non-delivered document or instrument, or a photocopy thereof, with evidence of recording thereon, is delivered to Custodian within ninety (90) days of the related Purchase Date, and, provided, further, that which documents shall be acceptable to the Buyer may, but is not obligated to, consent to a later date for delivery of any part of the Asset File in its sole discretion). In the case of a Table Funded Purchased Asset, the Seller shall deliver or cause to be delivered and released to the Custodian the documents set forth in the Asset File pertaining to the Table Funded Purchased Assets within three (3) Business Days following the applicable Purchase Date, and on the second (2nd) Business Day following the Custodian's receipt of the Asset File, pertaining the Custodian shall deliver to each the Buyer a Trust Receipt certifying its receipt of the Purchased Assets identified in documents required to be delivered pursuant to the Custodial Delivery Letter delivered therewith; it being agreed that any assignment documents related Agreement, together with a Purchased Asset Schedule and inventory list relating to the transfer Basic Mortgage Asset Documents, with any exceptions identified on the inventory list by the Custodian as of the date and time of delivery of such Purchased Assets to Buyer shall be delivered in blank (the “Blank Assignment Documents”)Asset Schedule.

Delivery of Asset File. On or before each Purchase Date with respect to each Purchased Asset, Seller shall deliver or cause to be delivered to Buyer or its designee (initially, the Custodian) the Custodial Delivery Letter in the form attached hereto as Exhibit I. In connection with each sale, transfer, conveyance and assignment of a Purchased Asset, (A) on or prior to each Purchase Date with respect to such Purchased Asset, or (B) on or prior to the third fifth (35th) Business Day following the Purchase Date with respect to a Table-Funded Asset (provided, that, if Buyer’s diligence review of the related Asset File for a Table-Funded Asset requires the delivery of a document or instrument or the equivalent contained in the Asset File that the Seller cannot deliver, or cause to be delivered, to Custodian at the time they are required to be delivered, solely because of a delay caused by the public recording office where such document or instrument has been delivered for recordationrecordation (including a failure to deliver any title policy that is to reference such recorded documents), the delivery requirements set forth in this Agreement and the Custodial Agreement shall be deemed to have been satisfied as to such non-delivered document or instrument (including any associated title policy) if a copy thereof (certified by the Seller to be a true and complete copy of the original thereof submitted for recording, as applicable) is delivered to Custodian on or before the date on which such original is required to be delivered, and either the original of such non-delivered document or instrument, or a photocopy thereof, with evidence of recording thereon, is delivered to Custodian within ninety (90) days of the related Purchase Date, and, provided, further, that Buyer may, but is not obligated to, consent to a later date for delivery of any part of the Asset File in its sole discretion), the Seller shall deliver or cause to be delivered and released to the Custodian the documents set forth in the Asset File, pertaining to each of the Purchased Assets identified in the Custodial Delivery Letter delivered therewith; it being agreed that any assignment documents related to the transfer of the Purchased Assets to Buyer shall be delivered in blank (the “Blank Assignment Documents”)) and shall not be recorded or filed by or on behalf of Buyer unless and until an Event of Default has occurred and is continuing.

Delivery of Asset File. On or before each Purchase Date with respect to each Purchased Asset and Mezzanine Subsidiary Asset, the applicable Seller shall deliver or cause to be delivered to Buyer or its designee (initially, the Custodian) the Custodial Delivery Letter in the form attached hereto as Exhibit I. In connection with each sale, transfer, conveyance and assignment of a Purchased Asset or a Mezzanine Subsidiary Asset, (A) as applicable, on or prior to each Purchase Date with respect to such Purchased Asset, Asset or (B) on or prior to the third fifth (35th) Business Day following the Purchase Date with respect to a Table-Funded Asset (provided, that, if Buyer’s diligence review of the related Asset File for a Table-Funded Asset requires the delivery of a document or instrument or the equivalent contained in the Asset File that the applicable Seller cannot deliver, or cause to be delivered, to Custodian at the time they are required to be delivered, solely because of a delay caused by the public recording office where such document or instrument has been delivered for recordation, the delivery requirements set forth in this Agreement and the Custodial Agreement shall be deemed to have been satisfied as to such non-delivered document or instrument if a copy thereof (certified by the applicable Seller to be a true and complete copy of the original thereof submitted for recording) is delivered to Custodian on or before the date on which such original is required to be delivered, and either the original of such non-delivered document or instrument, or a photocopy thereof, with evidence of recording thereon, is delivered to Custodian within ninety (90) days of the related Purchase Date, and, provided, further, that Buyer may, but is not obligated to, consent to a later date for delivery of any part of the Asset File in its sole discretion), the applicable Seller shall deliver or cause to be delivered and released to the Custodian the documents set forth in the Asset File, pertaining to each of the Purchased Assets and Mezzanine Subsidiary Assets identified in the related Custodial Delivery Letter delivered therewithLetter; it being agreed that any assignment documents related to the transfer of the Purchased Assets to Buyer shall be delivered in blank (the “Blank Assignment Documents”).

Delivery of Asset File. On or before The applicable Sellers shall release to Custodian the following original documents pertaining to each Purchase Date Asset in accordance with the required delivery times set forth in Section 3(a), each of which Assets shall be identified in the related Asset Schedule. (a) With respect to each Purchased AssetLoan (other than a Wet Funded Loan): (i) The original Mortgage Note bearing all intervening endorsements, Seller shall deliver or cause endorsed "Pay to be delivered to Buyer or its designee the order of _________ without recourse" and signed in the name of the last endorsee (initiallythe "Last Endorsee") by an authorized Person (in the event that the Loan was acquired by the Last Endorsee in a merger, the Custodian) the Custodial Delivery Letter signature must be in the form attached hereto following form: "[Last Endorsee], successor by merger to [name of predecessor]"; in the event that the Loan was acquired or originated by the Last Endorsee while doing business under another name, the signature must be in the following form: "[Last Endorsee], formerly known as Exhibit I. In connection [previous name]"); (ii) The original Mortgage with each sale, transfer, conveyance and assignment evidence of a Purchased Asset, (A) on or prior to each Purchase Date with respect to such Purchased Assetrecording thereon, or (B) on or prior to the third (3) Business Day following the Purchase Date with respect to a Table-Funded Asset (provided, that, if Buyer’s diligence review of the related Asset File for a Table-Funded Asset requires the delivery of a document or instrument or the equivalent contained in the Asset File that the Seller cannot deliver, or cause to be delivered, to Custodian at the time they are required to be delivered, solely because of a delay caused by the public recording office where such document or instrument has been delivered for recordation, the delivery requirements set forth in this Agreement and the Custodial Agreement shall be deemed to have been satisfied as to such non-delivered document or instrument if a copy thereof (certified by originator, the Seller title company, the escrow agent or the closing attorney to be a true and complete correct copy of the original thereof submitted for recording) is that has been duly delivered to Custodian on the appropriate recording office; (iii) The originals of all assumption, modification, consolidation or before the date on which such original is required to be deliveredextension agreements, and either the original of such non-delivered document or instrument, or a photocopy thereofif any, with evidence of recording thereon, or a copy thereof certified by originator, the title company, the escrow agent or the closing attorney to be a true and correct copy of the original that has been duly delivered to the appropriate recording office; (iv) The original, or a copy thereof if the original is out for recordation, of the Assignment of Mortgage in blank for each Loan, in form and substance acceptable for recording and signed in the name of the Last Endorsee (in the event that the Loan was acquired by the Last Endorsee in a merger, the signature must be in the following form: "[Last Endorsee], successor by merger to [name of predecessor]"; in the event that the Loan was acquired or originated while doing business under another name, the signature must be in the following form: "[Last Endorsee], formerly known as [previous name]"), except in the case of such Loan, if any, that has been originated in the name of or assigned to MERS and registered under the MERS(R) System); (v) The originals of all intervening assignments of mortgage, if any, with evidence of recording thereon, showing an unbroken chain of title from the originator thereof to the Last Endorsee (or, in the case of a MERS Designated Loan, MERS) or a copy thereof certified by the Originator, the title company, the escrow agent or the closing attorney to be a true and correct copy of the original that has been duly delivered to the appropriate recording office; (vi) The original attorney's opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable commitment to issue the same; (vii) The original of any security agreement or equivalent document executed in connection with the Loan; and (viii) If any of the above documents has been executed by a person holding a power of attorney, as notified to the Custodian in writing an original or photocopy of such power certified by the applicable Seller to be a true and correct copy of the original; provided, however, that as to the documents listed in clauses (ii), (iii) and (v) above which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time of such transfer, and in lieu of delivering such original documents or conformed copies where permitted, the applicable Seller has delivered to Custodian within ninety (90) days of the related Purchase Date, and, provided, further, that Buyer may, but is not obligated to, consent to a later date for delivery of any part of the Asset File in its sole discretion), the true copy thereof. The applicable Seller shall deliver or cause such original documents, together with any related policy of title insurance not previously delivered, on behalf of the applicable Seller to Custodian promptly after they are received. Without any further act by any party, such Seller shall be delivered and released deemed to (x) certify to the Custodian Buyer that the documents Loans subject to the Transaction on such date are not subject to a lien of any third-party and (y) unconditionally release all right, title, interest and/or claim of any kind to or with respect to such Loans, upon payment from the Buyer of the amount of the Purchase Price contemplated under the Repurchase Agreement (calculated in accordance with the terms thereof) in accordance with the wiring instructions set forth in the Asset FileRepurchase Agreement, pertaining and shall evidence such certification and release by executing and delivering to the Buyer a certificate in the form of Annex 18 hereto (the "Seller's Release"). (b) With respect to each REO Property: (i) A copy of the Purchased Assets identified original deed with evidence of recording thereon, or a trustee or sheriff's deed or certificate of foreclosure or other similar instrument to the REO Property in the Custodial Delivery Letter delivered therewith; it name of the applicable Seller, or copy thereof together with an officer's certificate of applicable Seller certifying that such represents a true and correct copy of the original and that such original has been or is being agreed that submitted for recordation in the appropriate governmental recording office of the jurisdiction where the REO Property is located. (ii) A mortgage, deed of trust, warranty deed or similar instrument, signed by applicable Seller or the fee holder of record and prepared in blank, on the REO Property which is otherwise acceptable for recording in the appropriate governmental recording office of the jurisdiction where the REO Property is located. All assignment, deed, conveyancing and other documents shall be consistent with standard conveyancing practice and law, as applicable to the type of REO Property in question. The documents with respect to the conveyance of any assignment condominium unit from Seller to Buyer shall conform to the requirements of the condominium association. Seller, at its expense, shall prepare all deeds and other documents related customarily required in accordance with applicable laws and customs with respect to the transfer of the Purchased Assets REO Properties to Buyer. (c) With respect to each Wet Funded Loan, no later than seven (7) Business Days following the applicable Purchase Date, Seller shall deliver to Custodian the documents listed in Section 2(a). (d) With respect to all Asset Files: (i) From time to time, the Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Loan approved by the Sellers, or other documents with respect to an Asset, in accordance with the terms of the Repurchase Agreement, and upon receipt of any such other documents, Custodian shall hold such other documents as the Buyer shall be request from time to time. (ii) With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the Sellers in blank (time to permit their delivery hereunder at the “Blank Assignment Documents”)time required, in lieu of delivering such original documents, the applicable Seller shall deliver to the Custodian a copy thereof certified by such Seller, originating Lender, the Settlement Agent, title company or escrow closing company as a true, correct and complete copy of the original that has been duly delivered to the appropriate recording office, with a conformed recorded copy to follow as soon as the same is received by the applicable Seller. [The remainder of this page has been intentionally left blank.]