Common use of Delivery of Collateral Files Clause in Contracts

Delivery of Collateral Files. Countrywide shall from time to time in connection with each Closing Date, at least three (3) Business Days prior to such Closing Date, deliver to the Custodian those Collateral Documents set forth on Exhibit A hereto with respect to each Mortgage Loan to be purchased and sold on the related Closing Date and set forth on the related Mortgage Loan Schedule delivered with such Collateral Documents. In the event that any of the original Collateral Documents set forth in clauses (3) through (7) of Exhibit A hereto are not delivered to the Custodian on or before the Closing Date (each, a "Missing Collateral Document"), then Countrywide shall have (i) with respect to any Missing Collateral Document sent for recording, twelve (12) months from the related Closing Date, or (ii) with respect to all other Missing Collateral Documents, one-hundred twenty (120) days from the Closing Date, to deliver to the Purchaser such Missing Collateral Documents. Notwithstanding the foregoing, Countrywide shall not be deemed to be in breach of this Agreement if its failure to deliver to the Purchaser any Missing Collateral Document within the time specified above is due solely to (i) the failure of the applicable recorder's office to return a Missing Collateral Document that was sent for recording or (ii) the failure of the title insurer to issue and deliver the original mortgagee title policy, except where such refusal to issue the policy is based on a claim that the title insurer is under no obligation to issue such policy. In the event Countrywide is unable to deliver any Missing Collateral Document after one-hundred twenty (120) days from the related Closing Date due to (i) the failure of the applicable recorder's office to return such Missing Collateral Document sent for recording or (ii) the failure of the title insurer to issue and deliver the original mortgagee title policy, Countrywide shall, upon the written request of the Purchaser, provide an Officer's Certificate certifying that such Missing Collateral Document has not been delivered as a result of (i) or (ii) set forth in this sentence, as applicable. Countrywide shall provide to each of the Purchaser and the Custodian a notice containing a list of authorized servicing officers (each, an "Authorized Representative") for the purpose of giving and receiving notices, requests and instructions and delivering certificates and documents in connection with this Agreement. Such notice shall contain the specimen signature for each Authorized Representative. From time to time, Countrywide may, by delivering to the others a revised notice, change the information previously given pursuant to this Section, but each of the parties hereto shall be entitled to rely conclusively on the then current notice until receipt of a superseding notice.

Delivery of Collateral Files. Countrywide (a) The Company (on behalf of itself or a Subsidiary) shall from time to time deliver or cause to be delivered Collateral Files, including each of the related Collateral Documents, to the Document Custodian to be held hereunder. With respect to each Delivery of Collateral Files, the Company shall provide or cause to be provided a related Collateral Schedule (in connection a form acceptable to the Company and the Document Custodian) to the Document Custodian with respect to such Collateral Files that are being delivered. (b) In receiving any Collateral Files hereunder, and in maintaining any listing or providing any report or communication with respect to the Collateral Files or Collateral Documents held hereunder, the Document Custodian shall be required only to review the face of each Closing Datedocument received to determine whether it appears regular on its face and appears to relate to the related Collateral. Upon Delivery of Collateral Files in accordance with the preceding sentence, at least within three (3) Business Days prior (provided however that if more than fifty (50) Collateral Files are delivered at one time to such Closing Datethe Document Custodian, additional time as agreed to among the parties in writing, may be taken by the Document Custodian) the Document Custodian shall execute and deliver to the Company a certification more fully described in Section 5 (a “Document Custodian those Certification”) substantially in the form attached hereto as Exhibit A, including an attached exception report (an “Exception Report”), listing any Collateral Documents set forth on Exhibit A hereto with respect to each Mortgage Loan to be purchased and sold on Document not included in the related Closing Date Collateral File after review against the Collateral File Checklist (which Exception Report shall include any document that does not, on its face, appear regular and/or related to such Collateral). For the avoidance of doubt, such review will not commence in accordance with this Section 3(b) until both the Collateral Files, including the Collateral File Checklist, and set forth on the related Mortgage Loan Collateral Schedule delivered with such Collateral Documents. In the event that any of the original Collateral Documents set forth in clauses (3) through (7) of Exhibit A hereto are not have been delivered to the Document Custodian. (c) The Document Custodian on shall not otherwise be under any duty to review, inspect, examine or before certify the Closing Date (each, a "Missing Collateral Document"), then Countrywide shall have (i) with respect to any Missing Collateral Document sent for recording, twelve (12) months from the Files or related Closing Date, or (ii) with respect to all other Missing Collateral Documents, one-hundred twenty (120) days from the Closing Date, to deliver to the Purchaser such Missing Collateral Documents. Notwithstanding ; and without limiting the foregoing, Countrywide the Document Custodian shall be entitled to assume the genuineness of each such document and the genuineness and due authority of any signatures appearing thereon, shall be entitled to assume that each such document is what it purports to be. The Document Custodian shall have no liability for or obligation with respect to, and shall not be deemed construed or obliged to be in breach of this Agreement if its failure to deliver to the Purchaser make any Missing Collateral Document within the time specified above is due solely to representation or warranty as to: (i) the failure validity, sufficiency, marketability, genuineness, value, contents or enforceability of the applicable recorder's office to return a Missing any Collateral Document that was sent for recording or Document; (ii) the failure validity, adequacy or perfection of the title insurer any lien upon or security interest purported to issue and deliver the original mortgagee title policy, except where such refusal be evidenced or created thereby; or (iii) to issue the policy is based on a claim determine that the title insurer is under no obligation to issue such policy. In the event Countrywide is unable to deliver contents of any Missing Collateral Document after one-hundred twenty are appropriate for the represented purpose or that any Collateral Document has actually been recorded or filed, as maybe applicable, or that any Collateral Document is other than what it purports on its face to be. (120d) days from With respect to each Subsidiary, such Collateral Files shall be held in safekeeping by the related Closing Date due Document Custodian, individually segregated and marked so as to clearly identify them as the property of such Subsidiary as set forth in this Agreement. (e) The parties hereto agree that (i) any Subsidiary shall have the failure of same rights and obligations as the applicable recorder's office to return such Missing Collateral Document sent for recording or Company under this Agreement and (ii) the failure Company shall notify the Document Custodian in writing as to the establishment of any Subsidiary as to which the Company request that the Document Custodian provide services hereunder on behalf of the title insurer Subsidiary and request that the Document Custodian execute a Joinder with respect to issue and deliver the original mortgagee title policy, Countrywide shall, upon the written request of the Purchaser, provide an Officer's Certificate certifying that such Missing Collateral Document has not been delivered as a result of (i) or (ii) set forth in this sentence, as applicable. Countrywide shall provide to each of the Purchaser and the Custodian a notice containing a list of authorized servicing officers (each, an "Authorized Representative") for the purpose of giving and receiving notices, requests and instructions and delivering certificates and documents in connection with this Agreement. Such notice shall contain the specimen signature for each Authorized Representative. From time to time, Countrywide may, by delivering to the others a revised notice, change the information previously given pursuant to this Section, but each of the parties hereto shall be entitled to rely conclusively on the then current notice until receipt of a superseding notice.Subsidiary

Delivery of Collateral Files. Countrywide (a) The Company shall from time to time deliver or cause to be delivered Collateral Files, including each of the related Collateral Documents, to the Document Custodian to be held hereunder. With respect to each Delivery of Collateral Files, the Company shall provide or cause to be provided a related Collateral Schedule (in connection a form acceptable to the Company and the Document Custodian) to the Document Custodian with each Closing Daterespect to such Collateral Files that are being delivered. The Document Custodian shall, at least not less than three (3) Business Days prior to following receipt of such Closing DateCollateral Schedule, deliver to the Custodian those confirm receipt of all related Collateral Documents set forth on Exhibit A hereto or inform the Company of any Collateral Documents not received. (b) In receiving any Collateral Files hereunder, and in maintaining any listing or providing any report or communication with respect to each Mortgage Loan the Collateral Files or Collateral Documents held hereunder, the Document Custodian shall have no obligation to review or monitor any Collateral Files or Collateral Documents but shall only be purchased and sold on required to hold those Collateral Files or other Collateral Documents received by it in accordance with this Agreement. (c) The Document Custodian shall not be under any duty to review, inspect, examine or certify the Collateral Files or related Closing Date and set forth on the related Mortgage Loan Schedule delivered with such Collateral Documents. In the event that any of the original Collateral Documents set forth in clauses (3) through (7) of Exhibit A hereto are not delivered to the Custodian on or before the Closing Date (each, a "Missing Collateral Document"), then Countrywide shall have (i) with respect to any Missing Collateral Document sent for recording, twelve (12) months from the related Closing Date, or (ii) with respect to all other Missing Collateral Documents, one-hundred twenty (120) days from the Closing Date, to deliver to the Purchaser such Missing Collateral Documents. Notwithstanding ; and without limiting the foregoing, Countrywide the Document Custodian shall be entitled to assume the genuineness of each such document and the genuineness and due authority of any signatures appearing thereon, shall be entitled to assume that each such document is what it purports to be. The Document Custodian shall have no liability for or obligation with respect to, and shall not be deemed construed or obliged to be in breach of this Agreement if its failure to deliver to the Purchaser make any Missing Collateral Document within the time specified above is due solely to representation or warranty as to: (i) the failure validity, legality, sufficiency, marketability, genuineness, due authorization, effectiveness, recordability, insurability, value, genuineness, collectability, transferability, contents or enforceability of the applicable recorder's office to return a Missing any Collateral Document that was sent for recording or Document; (ii) the failure validity, adequacy or perfection, priority of the title insurer any lien upon or security interest purported to issue and deliver the original mortgagee title policy, except where such refusal be evidenced or created thereby; or (iii) to issue the policy is based on a claim determine that the title insurer is under no obligation to issue such policy. In the event Countrywide is unable to deliver contents of any Missing Collateral Document after one-hundred twenty (120) days from are appropriate for the related Closing Date due to (i) the failure of the applicable recorder's office to return such Missing Collateral Document sent for recording represented purpose or (ii) the failure of the title insurer to issue and deliver the original mortgagee title policy, Countrywide shall, upon the written request of the Purchaser, provide an Officer's Certificate certifying that such Missing any Collateral Document has not actually been delivered as a result of (i) recorded or (ii) set forth in this sentencefiled, as maybe applicable. Countrywide shall provide , or that any Collateral Document is other than what it purports on its face to each of the Purchaser and the Custodian a notice containing a list of authorized servicing officers (each, an "Authorized Representative") for the purpose of giving and receiving notices, requests and instructions and delivering certificates and documents in connection with this Agreement. Such notice shall contain the specimen signature for each Authorized Representative. From time to time, Countrywide may, by delivering to the others a revised notice, change the information previously given pursuant to this Section, but each of the parties hereto shall be entitled to rely conclusively on the then current notice until receipt of a superseding noticebe.