Delivery of Loan Files. The Originator shall deliver, on behalf of the Trust Depositor, possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 9) that evidence any Loan, including all Underlying Notes (other than in the case of Noteless Loans), and all other portions of the Loan Files, to the Indenture Trustee on behalf of the Issuer five Business Days prior to the applicable Assignment Date, in each case endorsed in blank without recourse, and shall deliver a copy of the Loan Register with respect to any Noteless Loan, together with an Officer’s Certificate of the Originator as to the accuracy thereof, in accordance with the foregoing delivery requirements. Pursuant to Section 3.06 of the Indenture, the Issuer is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture for the benefit of the Noteholders and the Swap Counterparties. Accordingly, the Trust Depositor hereby authorizes and directs the Originator to deliver possession of all such instruments and the Loan Files to the Indenture Trustee on behalf of and for the account of the Issuer, as assignee of the Trust Depositor, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.06. The Originator shall also identify on the List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loans), whether by attached schedule or marking or other effective identifying designation, all Loans that are or are evidenced by such instruments.
Delivery of Loan Files. The Borrower shall comply, or cause the Collateral Manager on behalf of the Borrower to comply, with its obligations under Section 13.03.
Delivery of Loan Files. The Originator shall deliver, on behalf of the Trust Depositor, possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 9) that evidence any Loan, including all Underlying Notes, and all other portions of the Loan Files, to the Indenture Trustee on behalf of the Issuer and the Swap Counterparties five (5) Business Days prior to the applicable Assignment Date, in each case endorsed in blank without recourse. Pursuant to Section 3.06 of the Indenture, the Issuer is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture for the benefit of the Noteholders and the Swap Counterparties. Accordingly, the Trust Depositor hereby authorizes and directs the Originator to deliver possession of all such instruments and the Loan Files to the Indenture Trustee on behalf of and for the account of the Issuer, as assignee of the Trust Depositor, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.05. The Originator shall also identify on the List of Loans (including any deemed amendment thereof associated with any Substitute Loans), whether by attached schedule or marking or other effective identifying designation, all Loans that are or are evidenced by such instruments.
Delivery of Loan Files. To the extent Loan Documents or files are in Bank’s possession or under Bank’s control, upon Purchaser’s request on each Closing Date, Bank agrees to cause to be delivered or released to Purchaser, Loan Documents on all Purchaser Loans and Retained Loans within five (5) Business Days of the related Closing Date; provided that Bank may retain copies of such information as necessary to comply with the Applicable Laws.
Delivery of Loan Files. (a) The Originator shall, with respect to each Loan subject to a transfer, as of the related Transfer Date, no less than two (2) Business Days preceding the related Transfer Date, deliver or cause to be delivered to the Collateral Custodian, as the designated agent of the Agent, a Collateral Loan Checklist for each Loan and a Loan File for each Loan containing each Required Asset Document for such Loan.
Delivery of Loan Files. The Borrower (or the Collateral Manager on behalf of the Borrower) shall deliver to the Custodian (with a copy to be posted by the Borrower (or the Collateral Manager on behalf of the Borrower) to the Data Site) for each Collateral Loan, each item referenced in the definition of “Loan File”; provided that, other than as set forth above with respect to any original assignment of any Collateral Loan or any original executed promissory note with respect to any Collateral Loan (each of which shall be delivered to the Custodian in sealed envelopes labeled appropriately), the requirements set forth in this Section 5.01(p) shall be satisfied by providing electronic copies of any Required Loan Document to the Custodian; provided, further, that any filed stamped document included in any Loan File shall be delivered as soon as they are reasonably available (but in no event later than 30 Business Days after the related Borrowing Date). Neither the Custodian nor the Collateral Administrator shall have any obligation to review any of the documents delivered to it hereunder
Delivery of Loan Files. (a) Subject to Section 2.06, Sellers shall deliver all imaged or electronic Loan Files with respect to the Purchased Loans and all physical Loan Files with respect to the Purchased Loans (other than the Iron Mountain Loan Files), including the physical Loan Files for the Purchased Loans located at the Xxxxxxx Facility, to one Person at one location in the United States, as designated by Purchaser in accordance with the Conversion Plan, on the Servicing Transfer Date (or such other date as Seller Representative and Purchaser may reasonably agree upon in accordance with the Conversion Plan or otherwise). Subject to Section 2.06, all other Loan Files and Loan Specific Information required to be delivered to Purchaser under this Agreement, but which have not been delivered to Purchaser by the Servicing Transfer Date, shall be delivered to Purchaser or Purchaser’s designee as promptly as practicable following the Servicing Transfer Date and shall be held by such Seller in trust for the benefit of Purchaser until delivery to Purchaser or Purchaser’s designee.
(b) From and after the date hereof, Purchaser shall use commercially reasonable efforts to enter into a Contract with Iron Mountain Information Management, Inc. or its Affiliates, effective as of the Servicing Transfer Date, providing for the storage of the Iron Mountain Loan Files in the custody of Iron Mountain Information Management, Inc. and its Affiliates from and after the Servicing Transfer Date (the “Purchaser Iron Mountain Contract”). Subject to Section 2.06, Sellers shall segregate the Iron Mountain Loan Files from the other documents of Sellers and their respective Affiliates stored in the custody of Iron Mountain Information Management, Inc. and its Affiliates and (i) if Purchaser has entered into the Purchaser Iron Mountain Contract prior to the Servicing Transfer Date, make the Iron Mountain Loan Files available on the Servicing Transfer Date (or such other date as Seller Representative and Purchaser may reasonably agree upon) to Iron Mountain Information Management, Inc. and its Affiliates, on behalf of Purchaser, for storage under the Purchaser Iron Mountain Contract or (ii) if Purchaser has not entered into the Purchaser Iron Mountain Contract prior to the Servicing Transfer Date, make the Iron Mountain Loan Files available on the Servicing Transfer Date (or such other date as Seller Representative and Purchaser may reasonably agree upon) for pickup by Purchaser at the locations where the I...
Delivery of Loan Files. (a) The Company (on behalf of itself or a Subsidiary) shall from time to time deliver or cause to be delivered Loan Files, including each of the related Collateral Documents, to the Document Custodian to be held hereunder. With respect to each Delivery of Loan Files, the Company shall provide or cause to be provided a related Collateral Schedule (in a form acceptable to the Company and the Document Custodian) to the Document Custodian with respect to such Loan Files that are being delivered.
(b) In receiving any Loan Files hereunder, and in maintaining any listing or providing any report or communication with respect to the Loan Files or Collateral Documents held hereunder, the Document Custodian shall have no obligation to review or monitor any Loan Files or Collateral Documents but shall only be required to hold those Loan 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 Loan Files or related Collateral Documents; and without limiting the foregoing, 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 construed or obliged to make any representation or warranty as to: (i) the validity, sufficiency, marketability, genuineness, value, contents or enforceability of any Collateral Document; (ii) the validity, adequacy or perfection of any lien upon or security interest purported to be evidenced or created thereby; or (iii) to determine that the contents of any Collateral Document 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.
(d) With respect to each Subsidiary, such Loan Files shall be held in safekeeping by the 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 same rights and obligations as the Company under this Agreement and (ii) the Company shall notify the Document Custodian in writing as to the establis...
Delivery of Loan Files. (a) The Originator shall, with respect to each Loan subject to a Transfer, as of the related Transfer Date, (i) no later than 12:00 p.m. New York City time on the related Transfer Date, deliver or cause to be delivered to the Agent or, if a Collateral Custodian has been appointed, the Collateral Custodian, as the designated agent of the Agent, by facsimile transmission or in an electronic format mutually agreed to by the Originator and the Agent, the Loan Schedule and a copy of each executed Underlying Note endorsed in blank and (ii) within two Business Days after such Transfer Date, deliver (or caused to be delivered) to the Agent or, if a Collateral Custodian has been appointed, the Collateral Custodian, each original and duly executed Underlying Note and Assignment of Mortgage (if any), in each case endorsed in blank, any security agreement related to each such Loan, and all other Obligor Loan Documents for each such Loan, including a Loan Checklist for such Loan being transferred (on which List the Agent or, if a Collateral Custodian has been appointed, the Collateral Custodian, shall rely).
(b) The Agent or, if a Collateral Custodian has been appointed, the Collateral Custodian, shall take and maintain continuous physical possession of the Loan Files delivered to it by the Originator and, in connection therewith, shall act solely as Agent or, in the case of the Collateral Custodian, as the agent for the Agent, on behalf of the Lender Group in accordance with the terms hereof and not as agent for the Originator, the Servicer or any other party.
Delivery of Loan Files. (a) The Originator shall, with respect to each Loan subject to a Transfer, as of the related Transfer Date, (i) no later than 12:00 p.m. New York City time on the related Transfer Date, deliver or cause to be delivered to the Collateral Custodian, as the designated agent of the Indenture Trustee, by facsimile transmission or in an electronic format mutually agreed to by the Originator, the Noteholders and the Indenture Trustee, the Loan Schedule and a copy of each executed Underlying Note endorsed in blank and (ii) within two Business Days after such Transfer Date, deliver (or caused to be delivered) to the Collateral Custodian each original and duly executed Underlying Note and Assignment of Mortgage (if any), in each case endorsed in blank, any security agreement related to each such Loan, and all other Loan Documents for each such Loan, including a Loan Checklist for such Loan being transferred (on which List the Collateral Custodian shall rely).
(b) The Indenture Trustee shall cause the Collateral Custodian to take and maintain continuous physical possession of the Loan Files delivered to it by the Originator in the State of South Carolina and, in connection therewith, shall act solely as agent for the Indenture Trustee on behalf of the Noteholders in accordance with the terms hereof and not as agent for the Originator, the Servicer or any other party.
